Form 485BPOS LITMAN GREGORY FUNDS

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January 20, 2022 3:42 PM EST

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LITMAN GREGORY FUNDS TRUST

UNIFIED

INVESTMENT ADVISORY AGREEMENT

THIS UNIFIED INVESTMENT ADVISORYAGREEMENT (the “Agreement”) made as of the 1st day of June, 2021, by and between LITMAN GREGORY FUNDS TRUST, a Delaware business Trust (the “Trust”), on behalf of the series of the Trust listed in Appendix A (the “Funds”), which Appendix may be amended from time to time, and LITMAN GREGORY FUND ADVISORS, LLC, a California limited liability company (the “Advisor”), supersedes the prior Investment Advisory Agreements between the Trust and the Advisor.

WITNESSETH:

WHEREAS, the Trust is an open-end management investment company, registered as such under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

WI-IEREAS, each of the Funds is a series of the Trust having separate assets and liabilities;

WHEREAS, the Advisor is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and is engaged in the business of supplying investment management services as an independent contractor; and

WHEREAS, the Trust desires to retain the Advisor to render advice and services to the Funds pursuant to the terms and provisions of this Agreement, and the Advisor desires to furnish said advice and services;

NOW, THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties to this Agreement, intending to be legally bound hereby, mutually agree as follows:

1. Appointment of Advisor. The Trust hereby employs the Advisor and the Advisor hereby accepts such employment, to render investment advice and related services to the Funds for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Trust’s Board of Trustees (the “Board of Trustees”).

2. Duties of Advisor.

(a) General Duties. The Advisor shall act as investment adviser to the Funds and shall supervise the investments of the Funds and provide management services to the Funds in accordance with the investment objectives, policies and restrictions of each Fund as set forth in the governing documents of each Fund and the Trust, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws, each Fund’s prospectus, statement of additional information and undertakings, and such other limitations, policies and procedures as the Board of Trustees may impose from time to time in writing to the Advisor. In providing such services, the Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, the Uniform Commercial Code and other applicable law.

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Without limiting the generality of the foregoing, the Advisor shall:

(i) furnish each Fund with advice and recommendations with respect to the selection and continued employment of investment managers to manage the actual investment of each Fund’s assets;

(ii) direct the allocation of each Fund’s assets among such investment managers;

(iii) oversee the investments made by such investment managers on behalf of each Fund, subject to the ultimate supervision and direction of the Board of Trustees;

(iv) oversee the actions of the investment managers with respect to voting proxies for each Fund, complying with the proxy voting policies of each Fund, filing Section 13 ownership reports for each Fund, and taking other actions on behalf of each Fund;

(v) maintain the books and records required to be maintained by each Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator, another agent of the Funds or an investment manager;

(vi) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of each Fund’s assets which the Funds’ administrator or distributor or the officers of the Trust may reasonably request; and

(vii) render to the Board of Trustees such periodic and special reports with respect to each Fund’s investment activities as the Board may reasonably request, including at least one in-person appearance annually before the Board of Trustees.

(b) Brokerage. The Advisor shall not be responsible for decisions to buy and sell securities for the Funds, for broker-dealer selection, or for negotiation of brokerage commission rates.

Subject to such policies as the Board of Trustees may determine, the Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of an investment manager having caused a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Advisor’s overall responsibilities with respect to the Trust.

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(c) Transactions with Sub-Advisors. In any case in which there are two or more sub-advisors responsible for providing investment advice to a Fund, the Advisor may enter into a transaction on behalf of such Fund with a sub-advisor of the Fund (or an affiliated person of such sub-advisor) in reliance on Rule 1Of-3, Rule l7a-10, or Rule l2d3-1 under the 1940 Act, only if (i) the Advisor is responsible for providing investment advice with respect to a portion of the portfolio of the Fund, the assets of which portion are involved in the contemplated transaction, and (ii) the sub-advisor is responsible for providing investment advice with respect to a separate portion of the portfolio of the Fund.

3. Representations of the Advisor.

(a) The Advisor shall use its best judgment and efforts in rendering the advice and services to the Funds as contemplated by this Agreement.

(b) The Advisor shall maintain all licenses and registrations necessary to perform its duties hereunder in good order.

(c) The Advisor shall conduct its operations at all times in conformance with the Advisers Act, the Investment Company Act, and any other applicable state and/or self-regulatory organization regulations.

(d) The Advisor shall maintain errors and omissions insurance in the following amounts throughout the term of this Agreement:


Total Assets of the Funds	E & 0 Policy Limit
Up to $500 million	$	1 million
$500 million - $1 billion	$	2 million
$1 billion - $1.5 billion	$	3 million
$1.5 billion - $2 billion	$	4 million
Above $2 billion	$	5 million

4. Independent Contractor. The Advisor shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized to do so, have no authority to act for or represent the Trust or the Funds in any way, or in any way be deemed an agent for the Trust or for the Funds. It is expressly understood and agreed that the services to be rendered by the Advisor to the Funds under the provisions of this Agreement are not to be deemed exclusive, and the Advisor shall be free to render similar or different services to others so long as its ability to render the services provided for in this Agreement shall not be impaired thereby.

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5. Advisor’s Personnel. The Advisor shall, at its own expense, maintain such staff and employ or retain such personnel and consult with such other persons as it shall from time to time determine to be necessary to the performance of its obligations under this Agreement. Personnel of the Advisor may serve as officers of the Trust provided they do so without compensation from the Trust. Without limiting the generality of the foregoing, the staff and personnel of the Advisor shall be deemed to include persons employed or retained by the Advisor to furnish statistical information, research, and other factual information, advice regarding economic factors and trends, information with respect to technical and scientific developments, and such other information, advice and assistance as the Advisor or the Trust’s Board of Trustees may desire and reasonably request.

6. Expenses.

(a) With respect to the operation of the Funds, the Advisor shall be responsible for (i) providing the personnel, office space and equipment reasonably necessary for the operation of the Trust and the Funds including the provision of persons qualified to serve as officers of the Trust; (ii) compensating the investment managers selected to invest the assets of the Fund; (iii) the expenses of printing and distributing extra copies of each Fund’s prospectus, statement of additional information, and sales and advertising materials (but not the legal, auditing or accounting fees attendant thereto) to prospective investors (but not to existing shareholders); and (iv) the costs of any special Board of Trustees meetings or shareholder meetings convened for the primary benefit of the Advisor or any investment manager. If the Advisor has agreed to limit the operating expenses of the Fund, the Advisor shall also be responsible on a monthly basis for any operating expenses that exceed the agreed upon expense limit.

(b) The Trust and the Funds are responsible for and have assumed the obligation for payment of all of the Funds’ expenses, other than as stated in Subparagraph 6(a) above, including but not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of each Fund’s shares; brokerage and commission expenses; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other prope1iy of the Trust for the benefit of the Funds including all fees and expenses of the Funds’ custodian, shareholder services agent and accounting services agent; interest charges on any borrowings; costs and expenses of pricing and calculating each Fund’s daily net asset value and of maintaining each Fund’s books of account required under the Investment Company Act; taxes, if any; a pro rata portion of expenditures in connection with meetings of each Fund’s shareholders and the Trust’s Board of Trustees that are properly payable by the Fund; salaries and expenses of officers and fees and expenses of members of the Trust’s Board of Trustees or members of any advisory board or committee who are not members of, affiliated with or interested persons of the Advisor; insurance premiums on property or personnel of the Funds which inure to each Fund’s benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, prospectuses and statements of additional information of the Funds or other communications for distribution to existing shareholders; legal, auditing and accounting fees; trade association dues; fees and expenses (including legal fees) of obtaining and maintaining any required registration of each Fund’s shares for sale under federal and applicable state and foreign securities laws; all expenses of maintaining and servicing shareholder accounts, including all charges for transfer, shareholder recordkeeping, dividend disbursing, redemption, and other agents for the benefit of the Funds, if any; and all other charges and costs of each Fund’s operations plus any extraordinary and non-recurring expenses, except as herein otherwise prescribed.

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(c) The Advisor may voluntarily absorb certain Trust and Fund expenses or waive or reduce the Advisor’s own advisory fee.

(d) To the extent the Advisor incurs any costs by assuming expenses which are an obligation of a Fund as set forth herein, such Fund shall promptly reimburse the Advisor for such costs and expenses, except to the extent the Advisor has otherwise agreed to bear such expenses. To the extent the services for which the Trust or a Fund is obligated to pay are performed by the Advisor, the Advisor shall be entitled to recover from the applicable Fund to the extent of the Advisor’s actual costs for providing such services. In determining the Advisor’s actual costs, the Advisor may take into account an allocated portion of the salaries and overhead of personnel performing such services.

7. Investment Advisory Fee.

(a) Each Fund shall pay to the Advisor, and the Advisor agrees to accept, as full compensation for all investment advisory and management services furnished or provided to such Fund pursuant to this Agreement, an annual advisory fee as set forth in the Fee Schedule attached hereto as Appendix B, as may be amended in writing from time to time by the Trust and the Advisor.

(b) The advisory fee shall be computed on the value of the net assets of each Fund as of the close of business each day. The advisory fee shall be accrued daily by each Fund and paid to the Advisor on the first business day of the succeeding month.

(c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Advisor shall be prorated for the pollion of any month in which this Agreement is in effect which is not a complete month according to the propo1tion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month and shall be payable within ten (I0) days after the date of termination.

(d) The fee payable to the Advisor under this Agreement will be reduced to the extent of any receivable owed by the Advisor to the Funds and as required under any expense limitation applicable to the Funds.

(e) Fee Reduction. The Advisor may, but is not required to, reduce all or a portion of its fees and/or reimburse the Funds for other expenses in order to decrease the operating expenses of the Funds. Any such reduction, reimbursement, or payment (collectively “subsidies”) shall be applicable only to such specific subsidy and shall not constitute an agreement to continue such subsidy in the future. Any such subsidy will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. The Advisor may also agree contractually to limit a Fund’s operating expenses. To the extent such an expense limitation has been agreed to by the Advisor and such limit has been disclosed to shareholders of such Fund in the Fund’s prospectus, the Advisor may not change the limitation without first disclosing the change in an updated prospectus.

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The Advisor may seek reimbursement of any subsidies made by the Advisor either voluntarily or pursuant to contract. The reimbursement of any subsidy must be approved by the Board of Trustees and must be sought no later than the end of the third fiscal year following the year to which the subsidy relates. The Advisor may not request or receive reimbursement for any subsidies before payment of the applicable Fund’s ordinary operating expenses for the current year and cannot cause the Fund to exceed any more restrictive limitation to which the Advisor has agreed in making such reimbursement.

(f) The Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Advisor hereunder.

8. Fund Share Activities. The Advisor agrees that neither it nor any of its directors, partners, officers or employees shall take any short position in the shares of the Funds. This prohibition shall not prevent the purchase of such shares by any of the director, partners, officers or employees of the Advisor or any trust, pension, profit-sharing or other benefit plan for such persons or affiliates thereof, at a price not less than the net asset value thereof at the time of purchase, as allowed pursuant to rules promulgated under the Investment Company Act. The Advisor agrees that neither it nor m1y of its director, partners, officers or employees shall borrow from a Fund or pledge or use a Fund’s assets in com1ection with any borrowing not directly for such Fund’s benefit. For this purpose, failure to pay any amount due and payable to a Fund for a period of more than thirty (30) days shall constitute a borrowing.

9. Conflicts with Trust’s Governing Documents and Applicable Laws. Nothing herein contained shall be deemed to require the Trust or the Funds to take any action contrary to the Trust’s Agreement and Declaration of Trust, By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of the Trust of its responsibility for and control of the conduct of the affairs of the Trust and the Funds. In this connection, the Advisor acknowledges that the Trustees retain ultimate plenary authority over the Funds and may take any and all actions necessary and reasonable to protect the interests of shareholders.

10. Reports and Access. The Advisor agrees to supply such information to the Funds’ administrator and to permit such compliance inspections by the Funds’ administrator as shall be reasonably necessary to permit the administrator to satisfy its obligations and respond to the reasonable requests of the Trustees.

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11. Advisor’s Liabilities and Indemnification.

(a) The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in each Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), except for information supplied by the administrator or another third party for inclusion therein.

(b) The Advisor shall be liable to the applicable Fund for any loss (including brokerage charges) incurred by such Fund as a result of any improper investment made by any investment manager if the impropriety of such investment should have been known by the Advisor.

(c) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Advisor, the Advisor shall not be subject to liability to the Trust or the Funds or to any shareholder of the Funds for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Funds.

(d) Each party to this Agreement shall indemnify and hold harmless the other party and the shareholders, directors, trustees, partners, officers and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of the Indemnified Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement.

(e) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or director, partner or officer of the Advisor, from liability in violation of Sections l 7(h) and (i) of the Investment Company Act.

12. Non-Exclusivity; Trading for Advisor’s Own Account; Code of Ethics. The Trust’s employment of the Advisor is not an exclusive arrangement. The Trust may from time to time employ other individuals or entities to furnish it with the services provided for herein. Likewise, the Advisor may act as investment adviser for any other person, and shall not in any way be limited or restricted from buying, selling or trading any securities for its or their own accounts or the accounts of others for whom it or they may be acting, provided, however, that the Advisor expressly represents that it will undertake no activities which will adversely affect the performance of its obligations to the Funds under this Agreement.

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The Advisor (i) has adopted a written code of ethics pursuant to Rule l 7j-l under the Investment Company Act; (ii) has provided the Funds with a copy of evidence of the adoption of the code of ethics by the Advisor; and (iii) will make such reports to the Funds as are required by Rule l 7j-l under the Investment Company Act. The Advisor’s code of ethics has been approved by the Board of Trustees. The Advisor agrees to provide the Funds with any information required to satisfy the code of ethics reporting or disclosure requirements of the Sarbanes-Oxley Act of 2002 and any rules or regulations promulgated by the SEC thereunder (the “Sarbanes-Oxley Act”). To the extent the Advisor adopts or has adopted a separate code of ethics or amends or has amended its code of ethics to comply with such rules or regulations, the Advisor shall provide the Funds with a copy of such code of ethics and any amendments thereto.

13. Term. This Agreement shall become effective for a Fund at the time such Fund commences operations pursuant to an effective amendment to the Trust’s Registration Statement under the Securities Act of 1933, as amended and shall remain in effect for a period of two (2) years, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (I) year so long as such continuation is approved for the applicable Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of such Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the Investment Company Act.

14. Termination; No Assignment.

(a) This Agreement may be terminated by the Trust on behalf of a Fund at any time without payment of any penalty, by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of such Fund, upon sixty (60) days’ written notice to the Advisor, and by the Advisor upon sixty (60) days’ written notice to the applicable Fund. In the event of a termination, the Advisor shall cooperate in the orderly transfer of the applicable Fund’s affairs and, at the request of the Board of Trustees, transfer any and all books and records of the Fund maintained by the Advisor on behalf of the Fund.

(b) This Agreement shall terminate in the event of any transfer or assignment thereof, as defined in the Investment Company Act.

15. Nonpublic Personal Information. Notwithstanding any provision herein to the contrary, the Advisor agrees on behalf of itself and its directors, partners, officers, and employees (1) to treat confidentially and as proprietary information of the Trust and the Funds (a) all records and other information relative to the Trust and the Funds and their prior, present, or potential shareholders (and clients of said shareholders) and (b) any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P (“Regulation S-P”), promulgated under the Gramm-Leach-Bliley Act (the “G-L-B Act”), and (2) not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, or as otherwise permitted by the privacy policies adopted by the Trust and the Funds, Regulation S-P or the G-L-B Act, except after prior notification to and approval in writing by the Trust. Such written approval shall not be unreasonably withheld by the Trust or and may not be withheld where the Advisor may be exposed to civil or criminal contempt proceedings for failure to comply after being requested to divulge such information by duly constituted authorities, or when so requested by the Trust.

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16. Anti-Money Laundering Compliance. The Advisor acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any respective implementing regulations (together, “AML Laws”), the Funds have adopted an Anti-Money Laundering Policy. The Advisor agrees to comply with the Funds’ Anti-Money Laundering Policy and the AML Laws, as the same may apply to the Advisor, now and in the future. The Advisor further agrees to provide to the Funds and/or the Trust such reports, certifications and contractual assurances as may be requested by the Funds or the Trust. The Trust and the Funds may disclose information respecting the Advisor to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by applicable law or regulation.

17. Certifications; Disclosure Controls and Procedures. The Advisor acknowledges that, in compliance with the Sarbanes-Oxley Act, and the implementing regulations promulgated thereunder, the Funds are required to make certain certifications and has adopted disclosure controls and procedures. To the extent reasonably requested by the Trust or the Funds, the Advisor agrees to use its best efforts to assist the Trust and the Funds in complying with the Sarbanes-Oxley Act and implementing the Funds’ disclosure controls and procedures. The Advisor agrees to inform the Trust and the Funds of any material development related to the Trust or the Funds that the Advisor reasonably believes is relevant to the satisfaction obligations of the Funds under the Sarbanes-Oxley Act.

18. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.

19. Notice of Declaration of Trust. The Advisor agrees that the Trust’s obligations under this Agreement shall be limited to the Funds and to their assets, and that the Advisor shall not seek satisfaction of any such obligation from the shareholders of the Funds nor from any trustee, officer, employee or agent of the Trust or the Funds.

20. Captions. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

21. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act and the Investment Advisers Act and any rules and regulations promulgated thereunder.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers, all on the day and year first above written.


LITMAN GREGORY FUNDS TRUST on behalf of its series listed on Appendix A		LITMAN GREGORY FUND ADVISORS, LLC

By:	/s/ John M. Coughlan	By:	/s/ John M. Coughlan
Name: John M. Coughlan		Name: John M. Coughlan
Title: Treasurer		Title: Chief Operating Officer

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Appendix A

FIRST AMENDED FUND SCHEDULE - LITMAN

GREGORY FUNDS TRUST

As Amended September 20, 2021


		Effective Date
PartnerSelect Equity Fund		June 1, 2021

PartnerSelect International Fund		June 1, 2021

PartnerSelect Alternative Strategies Fund		June 1, 2021

PartnerSelect High Income Alternatives Fund		June 1, 2021

PartnerSelect SBH Focused Small Value Fund		June 1, 2021

PartnerSelect Oldfield International Value Fund		June 1, 2021

iM Dolan McEniry Corporate Bond Fund		Sept 20, 2021

iM DBI Hedge Strategy ETF		Sept 20, 2021

iM DBi Managed Future Strategy ETF		Sept 20, 2021


LITMAN GREGORY FUNDS TRUST on behalf of its series listed above

By:	/s/ John M. Coughlan	By:	/s/ John M. Coughlan
Name: John M. Coughlan			Name: John M. Coughlan
Title: Treasurer			Title: Chief Operating Officer

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Appendix B

FIRST AMENDED FEE SCHEDULE -LITMAN

GREGORY FUNDS TRUST

As Amended September 20, 2021


		Fee Rate
PartnerSelect Equity Fund		1.10 % of the Fund’s daily net assets up to $750 million
		1.00% of the Fund’s daily net assets in excess of $750 million

PartnerSelect Select International Fund		1.10% of the Fund’s daily net assets up to $1 billion
		1.00% of the Fund’s daily net assets in excess of $1 billion

PartnerSelect Alternative Strategies Fund		1.40% of the Fund’s daily net assets up to $2 billion
		1.30% of the Fund’s daily net assets between $2 and $3 billion
		1.25% of the Fund’s daily net assets between $3 and $4 billion
		1.20% of the Fund’s daily net assets in in excess of $4 billion

PartnerSelect High Income Alternatives Fund		0.95% of the Fund’s daily net assets up to $1billion
		0.925% of the Fund’s daily net assets between $1 and $2 billion
		0.90% of the Fund’s daily net assets between $2 and $3 billion
		0.875% of the Fund’s daily net assets in excess of $3 billion
		0.85% of the Fund’s daily net assets in excess of $4 billion

PartnerSelect SBH Focused Small Value Fund		1.00% of the daily net assets of the Fund

PartnerSelect Oldfield International Value Fund		0.70% of the daily net assets of the Fund

iM Dolan McEniry Corporate Bond Fund		0.50% of the daily net assets of the Fund

iM DBI Hedge Strategy ETF		0.85% of the daily net assets of the Fund

iM DBI Managed Futures Strategy ETF		0.85% of the daily net assets of the Fund


LITMAN GREGORY FUNDS TRUST on behalf of its series listed above

By:	/s/ John M. Coughlan	By:	/s/ John M. Coughlan
Name: John M. Coughlan		Name: John M. Coughlan
Title: Treasurer		Title: Chief Operating Officer

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Appendix A to Unified Investment Advisory Agreement

(February 1, 2022)

FUND SCHEDULE – LITMAN GREGORY FUNDS TRUST


Fund		Effective Date
• iMGP Equity Fund		April 1, 2013
• iMGP International Fund		April 1, 2013
• iMGP Alternative Strategies Fund		April 1, 2013
• iMGP High Income Alternatives Fund		August 28, 2018
• iMGP SBH Focused Small Value Fund		July 31, 2020
• iMGP Oldfield International Value Fund		October 30, 2020
• iMGP Dolan McEniry Corporate Bond Fund		September 20, 2021
• iMGP DBi Managed Futures Strategy ETF		September 20, 2021
• iMGP DBi Hedge Strategy ETF		September 20, 2021
• iMGP RBA Responsible Global Allocation ETF		February 1, 2022


LITMAN GREGORY FUNDS TRUST, on behalf of its series listed above		iM GLOBAL PARTNER FUND MANAGEMENT, LLC

By:		By:
Name:	Jeremy L. DeGroot	Name:	John Coughlan
Title:	President	Title:	Chief Operating Officer

Appendix B to Unified Investment Advisory Agreement

(February 1, 2022)

FEE SCHEDULE – LITMAN GREGORY FUNDS TRUST


Fund		Fee Rate
• iMGP Equity Fund		1.10% of the Fund’s daily net assets up to $750 million 1.00% of the Fund’s daily net assets in excess of $750 million

• iMGP International Fund		1.10% of the Fund’s daily net assets up to $1 billion 1.00% of the Fund’s daily net assets in excess of $1 billion

• iMGP Alternative Strategies Fund		1.40% of the Fund’s daily net assets up to $2 billion 1.30% of the Fund’s daily net assets between $2 billion and $3 billion 1.25% of the Fund’s daily net assets between $3 billion and $4 billion 1.20% of the Fund’s daily net assets in excess of $4 billion

• iMGP High Income Alternatives Fund		0.95% of the Fund’s daily net assets up to $1 billion 0.925% of the Fund’s daily net assets between $1 billion and $2 billion 0.90% of the Fund’s daily net assets between $2 billion and $3 billion 0.875% of the Fund’s daily net assets between $3 billion and $4 billion 0.85% of the Fund’s daily net assets in excess of $4 billion

• iMGP SBH Focused Small Value Fund		1.00% of the Fund’s daily net assets

• iMGP Oldfield International Value Fund		0.70% of the Fund’s daily net assets

• iMGP Dolan McEniry Corporate Bond Fund		0.50% of the Fund’s daily net assets

• iMGP DBi Managed Futures Strategy ETF		0.85% of the Fund’s daily net assets

• iMGP DBi Hedge Strategy ETF		0.85% of the Fund’s daily net assets

• iMGP RBA Responsible Global Allocation ETF		0.55% of the Fund’s daily net assets


LITMAN GREGORY FUNDS TRUST, on behalf of its series listed above		iM GLOBAL PARTNER FUND MANAGEMENT, LLC

By:		By:
Name:	Jeremy L. DeGroot	Name:	John Coughlan
Title:	President	Title:	Chief Operating Officer

PARTNERSELECT INTERNATIONAL FUND

LITMAN GREGORY FUNDS TRUST

INVESTMENT SUB-ADVISORY AGREEMENT

THIS INVESTMENT SUB-ADVISORY AGREEMENT is made as of the 30th day of September, 2021 by and between Litman Gregory Fund Advisors LLC (the “Advisor”) and Polen Capital Management, LLC, (the “Sub-Advisor”).

WITNESSETH:

WHEREAS, the Advisor has been retained as the investment adviser to the PartnerSelect International Fund (the “Fund”), a series of the Litman Gregory Funds Trust (the “Trust”), an open-end management investment company, registered as such under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and

WHEREAS, the Advisor has been authorized by the Trust to retain one or more investment advisers (each an “investment manager”) to serve as portfolio managers for a specified portion of the Fund’s assets (the “Allocated Portion”); and

WHEREAS, the Sub-Advisor is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and is engaged in the business of supplying investment advisory services as an independent contractor; and

WHEREAS, the Fund and the Advisor desire to retain the Sub-Advisor as an investment manager to render portfolio advice and services to the Fund pursuant to the terms and provisions of this Agreement, and the Sub-Advisor desires to furnish said advice and services; and

WHEREAS, the Trust and the Fund are third party beneficiaries of such arrangements;

NOW, THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties to this Agreement, which shall include the Trust on behalf of the Fund for purposes of the indemnification provisions of section 11 hereof, intending to be legally bound hereby, mutually agree as follows:

1. Appointment of Sub-Advisor.

(a) The Advisor hereby appoints the Sub-Advisor, and the Sub-Advisor hereby accepts such appointment, to render investment advice and related services with respect to the Allocated Portion of the assets of the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Advisor and the Trust’s Board of Trustees.

(b) The Sub-Advisor’s appointment shall be solely with respect to an Allocated Portion of the Fund’s assets, such Allocated Portion to be specified by the Advisor and subject to periodic increases or decreases at the Advisor’s sole discretion.

(c) Nature of Fund. The Sub-Advisor and the Advisor both acknowledge that the Fund is a mutual fund that operates as a series of an open-end series investment company under the plenary authority of the Trust’s Board of Trustees. In managing the Allocated Portion, the Sub-Advisor shall do so subject always to the plenary authority of the Board of Trustees.

2. Duties of Sub-Advisor.

(a) General Duties. The Sub-Advisor shall act as one of several investment managers to the Fund and shall invest the Sub-Advisor’s Allocated Portion of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Sub-Advisor’s Allocated Portion.

Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Sub-Advisor’s Allocated Portion of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Sub-Advisor’s Allocated Portion; (iii) determine that portion of the Sub-Advisor’s Allocated Portion that will remain uninvested, if any; (iv) manage and oversee the investments of the Sub-Advisor’s Allocated Portion, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Sub-Advisor’s Allocated Portion; (vi) maintain the books and records required to be maintained with respect to the securities in the Sub-Advisor’s Allocated Portion; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Sub-Advisor’s Allocated Portion as the Board may reasonably request.

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(b) Brokerage. With respect to the Sub-Advisor’s Allocated Portion, the Sub-Advisor shall be responsible for broker-dealer selection and for negotiation of brokerage commission rates. The Sub-Advisor may direct orders to an affiliated person of the Sub-Advisor or to any other broker-dealer who has been identified by the Advisor to the Sub-Advisor as an affiliate of any other investment manager without prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees, provided that the Sub-Advisor does so in a manner consistent with Sections 17(a) and 17(e) of the Investment Company Act, Rule 17e-1 thereunder and the Rule 17e-1 procedures adopted by the Trust (a copy of which shall by provided by the Advisor). The Sub-Advisor’s primary consideration in effecting a securities transaction will be seeking best execution. In selecting a broker-dealer to execute each particular transaction, the Sub-Advisor may take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered.

Subject to such policies as the Advisor and the Board of Trustees of the Trust may determine, the Sub-Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Sub-Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Advisor’s or the Advisor’s overall responsibilities with respect to the Fund. The Sub-Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Advisor, any affiliate of either, or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Advisor shall determine, and the Sub-Advisor shall report on such allocations regularly to the Advisor and the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor.

On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

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(c) Proxy Voting. The Advisor hereby delegates to the Sub-Advisor, the Advisor’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Allocated Portion. The Sub-Advisor’s proxy voting policies shall comply with any rules or regulations promulgated by the SEC. The Sub-Advisor shall maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or longer, if required by law), of the Sub-Advisor’s voting procedures, of the Sub-Advisor’s actual votes, and such other information required for the Fund to comply with any rules or regulations promulgated by the SEC. The Sub-Advisor shall supply updates of this record to the Advisor or any authorized representative of the Advisor, or to the Fund on a quarterly basis (or more frequently, if required by law). The Sub-Advisor shall provide the Advisor and the Fund with information regarding the policies and procedures that the Sub-Advisor uses to determine how to vote proxies relating to the Allocated Portion.

(d) Books and Records. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Sub-Advisor hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund copies of any of such records upon the Fund’s request. The Sub-Advisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the Investment Company Act the records required to be maintained by Rule 31a-1 under the Investment Company Act with respect to the Fund and to preserve the records required by Rule 204-2 under the Advisers Act with respect to the Fund for the period specified in the Rule.

(e) Custody. Title to all investments shall be made in the name of the Fund, provided that for convenience in buying, selling, and exchanging securities (stocks, bonds, commercial paper, etc.), title to such securities may be held in the name of the Fund’s custodian bank, or its nominee or as otherwise provided in the Fund’s custody agreement. The Fund shall notify the Sub-Advisor of the identity of its custodian bank and shall give the Sub-Advisor fifteen (15) days’ written notice of any changes in such custody arrangements. Neither the Sub-Advisor, nor any parent, subsidiary or related firm, shall take possession of or handle any cash or securities, mortgages or deeds of trust, or other indicia of ownership of the Fund’s investments, or otherwise act as custodian of such investments. All cash and the indicia of ownership of all other investments shall be held by the Fund’s custodian bank. The Fund shall instruct its custodian bank to (a) carry out all investment instructions as may be directed by the Sub-Advisor with respect thereto (which may be orally given if confirmed in writing); and (b) provide the Sub-Advisor with all operational information necessary for the Sub-Advisor to trade on behalf of the Fund.

(f) (1) Consulting with Certain Affiliated Sub-Advisors. With respect to any transaction the Fund enters into with an affiliated sub-advisor (or an affiliated person of such sub-advisor) in reliance on Rule 10f-3, Rule 17a-10 or Rule 12d3-1 under the Investment Company Act, the Sub-Advisor agrees that it will not consult with the affiliated sub-advisor concerning such transaction, except to the extent necessary to comply with the percentage limits of paragraphs (a) and (b) of Rule 12d3-1.

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(2) Transactions Among Sub-Advisors of the Fund. In any case in which there are two or more sub-advisors responsible for providing investment advice to the Fund, the Sub-Advisor may enter into a transaction on behalf of the Fund with another sub-advisor of the Fund (or an affiliated person of such sub-advisor) in reliance on Rule 10f-3, Rule 17a-10 or Rule 12d3-1 under the Investment Company Act, only if (i) the Sub-Advisor, under the terms of this Agreement, is responsible for providing investment advice with respect to its Allocated Portion, and (ii) the other sub-advisor is responsible for providing investment advice with respect to a separate portion of the portfolio of the Fund.

3. Representations of Sub-Advisor.

(a) Sub-Advisor shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement.

(b) Sub-Advisor shall maintain all licenses and registrations necessary to perform its duties hereunder in good order.

(c) Sub-Advisor shall conduct its operations at all times with respect to this Agreement in conformance with the Investment Advisers Act, the Investment Company Act and any other applicable state and/or self-regulatory organization regulations.

(d) Sub-Advisor shall be covered by errors and omissions insurance. The company self-retention or deductible shall not exceed reasonable and customary standards, and Sub-Advisor agrees to notify Advisor in the event the aggregate coverage of such insurance in any annual period is reduced below $10,000,000.

(e) The Sub-Advisor represents and warrants to the Advisor and the Fund that (i) the retention of the Sub-Advisor as contemplated by this Agreement is authorized by the Sub-Advisor’s governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Sub-Advisor or its property is bound, whether arising by contract, operation of law or otherwise; and (iii) this Agreement has been duly authorized by appropriate action of the Sub-Advisor and when executed and delivered by the Sub-Advisor will be the legal, valid and binding obligation of the Sub-Advisor, enforceable against the Sub-Advisor in accordance with its terms hereof, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law).

4. Independent Contractor. The Sub-Advisor shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized to do so, have no authority to act for or represent the Trust, the Fund, or the Advisor in any way, or in any way be deemed an agent for the Trust, the Fund, or the Advisor. It is expressly understood and agreed that the services to be rendered by the Sub-Advisor to the Fund under the provisions of this Agreement are not to be deemed exclusive, and the Sub-Advisor shall be free to render similar or different services to others so long as its ability to render the services provided for in this Agreement shall not be impaired thereby.

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5. Sub-Advisor’s Personnel. The Sub-Advisor shall, at its own expense, maintain such staff and employ or retain such personnel and consult with such other persons as it shall from time to time determine to be necessary to the performance of its obligations under this Agreement. Without limiting the generality of the foregoing, the staff and personnel of the Sub-Advisor shall be deemed to include persons employed or retained by the Sub-Advisor to furnish statistical information, research, and other factual information, advice regarding economic factors and trends, information with respect to technical and scientific developments, and such other information, advice, and assistance as the Sub-Advisor, the Advisor or the Trust’s Board of Trustees may desire and reasonably request.

6. Expenses.

(a) The Sub-Advisor shall be responsible for providing the personnel, office space, and equipment reasonably necessary to fulfill its obligations under this Agreement.

(b) In the event this Agreement is terminated by an assignment in the nature of a change of control as contemplated by Section 14(b) hereof, and the parties agree to enter into a new agreement, the Sub-Advisor shall be responsible for (i) the costs of any special notifications to the Fund’s shareholders and any special meetings of the Trust’s Board of Trustees convened for the primary benefit of the Sub-Advisor, or (ii) its fair share of the costs of any special meetings required for the benefit of the Sub-Advisor as well as for other purposes.

(d) To the extent the Sub-Advisor incurs any costs by assuming expenses which are an obligation of the Advisor or the Fund, the Advisor or the Fund shall promptly reimburse the Sub-Advisor for such costs and expenses. To the extent the Sub-Advisor performs services for which the Fund or the Advisor is obligated to pay, the Sub-Advisor shall be entitled to prompt reimbursement in such amount as shall be negotiated between the Sub-Advisor and the Advisor but shall, under no circumstances, exceed the Sub-Advisor’s actual costs for providing such services.

7. Investment Sub-Advisory Fee.

(a) The Advisor shall pay to the Sub-Advisor, and the Sub-Advisor agrees to accept, as full compensation for all investment advisory services furnished or provided to the Fund pursuant to this Agreement, an annual sub-advisory fee based on the Sub-Advisor’s Allocated Portion, as such Allocated Portion may be adjusted from time to time. Such fee shall be paid at the annual rate specified on Exhibit A attached hereto on the net assets of the Fund attributable to the Sub-Advisor’s Allocated Portion, computed on the value of such net assets as of the close of business each day.

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(b) The sub-advisory fee shall be paid by the Advisor to Sub-Advisor monthly in arrears on the tenth business day of each month.

(c) The initial fee under this Agreement shall be payable on the tenth business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Sub-Advisor shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination.

(d) The fee payable to the Sub-Advisor under this Agreement will be reduced to the extent of any receivable owed by the Sub-Advisor to the Advisor or the Fund.

(e) The Sub-Advisor voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of the Advisor of the Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Sub-Advisor hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis.

(f) The Sub-Advisor may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Sub-Advisor hereunder.

8. No Shorting; No Borrowing. The Sub-Advisor agrees that neither it nor any of its officers or employees shall take any short position in the shares of the Fund. This prohibition shall not prevent the purchase of such shares by any of the officers or employees of the Sub-Advisor or any trust, pension, profit-sharing or other benefit plan for such persons or affiliates thereof, at a price not less than the net asset value thereof at the time of purchase, as allowed pursuant to rules promulgated under the Investment Company Act. The Sub-Advisor agrees that neither it nor any of its officers or employees shall borrow from the Fund or pledge or use the Funds assets in connection with any borrowing not directly for the Fund’s benefit.

9. Conflicts with Trust’s Governing Documents and Applicable Laws. Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust’s Agreement and Declaration of Trust, By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of the Trust of its responsibility for and control of the conduct of the affairs of the Trust and the Fund. In this connection, the Sub-Advisor acknowledges that the Advisor and the Trust’s Board of Trustees retain ultimate plenary authority over the Fund, including the Allocated Portion, and may take any and all actions necessary and reasonable to protect the interests of shareholders.

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10. Reports and Access. The Sub-Advisor agrees to supply such information to the Advisor and to permit such compliance inspections by the Advisor or the Fund as shall be reasonably necessary to permit the administrator to satisfy its obligations and respond to the reasonable requests of the Trustees.

11. Standard of Care, Liability and Indemnification.

(a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.

(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.

(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.

(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.

(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement.

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If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest.

The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.

12. Non-Exclusivity; Trading for Sub-Advisor’s Own Account; Code of Ethics. The Advisor’s employment of the Sub-Advisor is not an exclusive arrangement. The Advisor anticipates that it will employ other individuals or entities to furnish it with the services provided for herein. Likewise, the Sub-Advisor may act as investment adviser for any other person, and shall not in any way be limited or restricted from buying, selling, or trading any securities for its or their own accounts or the accounts of others for whom it or they may be acting, provided, however, that the Sub-Advisor expressly represents that it will undertake no activities which will adversely affect the performance of its obligations to the Fund under this Agreement; and provided further that the Sub-Advisor will adhere to a code of ethics governing employee trading and trading for proprietary accounts that conforms to the requirements of the Investment Company Act and the Investment Advisers Act, a copy of which has been provided to the Board of Trustees of the Trust.

The Sub-Advisor will make such reports to the Advisor and the Fund as are required by Rule 17j-1 and Rule 38a-1 under the Investment Company Act. The Sub-Advisor agrees to provide the Advisor and the Fund with any information required to satisfy the compliance program, code of ethics reporting or disclosure requirements of the Sarbanes-Oxley Act and any rules or regulations promulgated by the SEC. To the extent the Sub-Advisor adopts or has adopted a separate code of ethics or amends or has amended its code of ethics to comply with such rules or regulations, the Sub-Advisor shall provide the Advisor with a copy of such code of ethics and any amendments thereto.

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13. Term.

(a) This Agreement shall become effective upon approval by the Board of Trustees of the Trust and shall remain in effect for a period of two (2) years, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (1) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval, and (iii) the Advisor. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the Investment Company Act.

(b) The Fund and its distributor may use the Sub-Advisor’s trade name or any name derived from the Sub-Advisor’s trade name only in a manner consistent with the nature of this Agreement for so long as this Agreement or any extension, renewal, or amendment hereof remains in effect. Within sixty (60) days from such time as this Agreement shall no longer be in effect, the Fund shall cease to use such a name or any other name connected with Sub-Advisor.

14. Termination; No Assignment.

(a) This Agreement may be terminated at any time without payment of any penalty, by: the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, upon sixty (60) days’ written notice to the Sub-Advisor and the Advisor. This Agreement also may be terminated at any time, without the payment of any penalty, by the Advisor or the Sub-Advisor upon sixty (60) days’ written notice to the Trust and the other party. In the event of a termination, Sub-Advisor shall cooperate in the orderly transfer of the Fund’s affairs and, at the request of the Board of Trustees, transfer any and all books and records of the Fund maintained by Sub-Advisor on behalf of the Fund.

(b) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the Investment Company Act.

15. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.

16. Captions. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

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17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act and the Investment Advisers Act and any rules and regulations promulgated thereunder.

18. Nonpublic Personal Information. Notwithstanding any provision herein to the contrary, the Sub-Advisor hereto agrees on behalf of itself and its directors, trustees, shareholders, officers, and employees (1) to treat confidentially and as proprietary information of the Advisor (on behalf of itself and the Fund) and the Trust (a) all records and other information relative to the Fund’s prior, present, or potential shareholders (and clients of said shareholders) and (b) any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P (“Regulation S-P”), promulgated under the Gramm-Leach-Bliley Act (the “G-L-B Act”), and (2) except after prior notification to and approval in writing by the Advisor or the Trust, not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, or as otherwise permitted by Regulation S-P or the G-L-B Act, and if in compliance therewith, the privacy policies adopted by the Advisor and the Fund and communicated in writing to the Sub-Advisor. Such written approval shall not be unreasonably withheld by the Advisor or the Trust and may not be withheld where the Sub-Advisor may be exposed to civil or criminal contempt or other proceedings for failure to comply after being requested to divulge such information by duly constituted authorities.

19. Anti-Money Laundering Compliance. The Sub-Advisor acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any respective implementing regulations (together, “AML Laws”), the Fund has adopted an Anti-Money Laundering Policy. The Sub-Advisor agrees to comply with the Fund’s Anti-Money Laundering Policy and the AML Laws, as the same may apply to the Sub-Advisor, now and in the future. The Sub-Advisor further agrees to provide to the Fund and/or the Advisor such reports, certifications and contractual assurances as may be requested by the Fund or the Advisor. The Advisor may disclose information respecting the Sub-Advisor to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by applicable law or regulation.

20. Certifications; Disclosure Controls and Procedures. The Sub-Advisor acknowledges that, in compliance with the Sarbanes-Oxley Act, and the implementing regulations promulgated thereunder, the Fund is required to make certain certifications and has adopted disclosure controls and procedures. To the extent reasonably requested by the Advisor, the Sub-Advisor agrees to use its best efforts to assist the Advisor and the Fund in complying with the Sarbanes-Oxley Act and implementing the Fund’s disclosure controls and procedures. The Sub-Advisor agrees to inform the Fund of any material development related to the Allocated Portion that the Sub-Advisor reasonably believes is relevant to the Fund’s certification obligations under the Sarbanes-Oxley Act.

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21. Provision of Certain Information by the Sub-Advisor. The Sub-Advisor will promptly notify the Advisor in writing of the occurrence of any of the following events:

(a) the Sub-Advisor fails to be registered as investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Sub-Advisor is required to be registered as investment adviser in order to perform its obligations under this Agreement;

(b) the Sub-Advisor is served or otherwise receives notice of any action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Advisor or the Fund;

(c) the Sub-Advisor suffers financial impairment which materially interferes with its ability to manage the Allocated Portion or otherwise fulfill its duties under this Agreement;

(d) the Sub-Advisor, its principal officers or its controlling stockholders are the subject of a government investigation or inquiry, administrative proceeding or any other type of legal action which, under the Investment Company Act, would make it ineligible to serve as an investment adviser to an investment company;

(e) a change in the Sub-Advisor’s portfolio management personnel materially involved in the management of the Allocated Portion; or

(f) a change in control or management of the Sub-Advisor.

22. Confidentiality. The parties to this Agreement shall not, directly or indirectly, permit their respective affiliates, directors, trustees, officers, members, employees, or agents to, in any form or by any means, use, disclose, or furnish to any person or entity, records or information concerning the business of any of the other parties except as necessary for the performance of duties under this Agreement or as required by law, without prior written notice to and approval of the relevant other parties, which approval shall not be unreasonably withheld by such other parties.

23. Counterparts. This Agreement may be executed in counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered, shall be deemed an original and all of which counterparts shall constitute but one and the same agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers, all on the day and year first above written.


Litman Gregory Fund Advisors LLC		Polen Capital Management, LLC

By:	/s/ John M. Coughlan	By:	/s/ Brian Goldberg
Name:	John M. Coughlan	Name:	Brian Goldberg
Title:	Chief Operating Officer	Title:	General Counsel & CCO

As a Third Party Beneficiary,

Litman Gregory Funds Trust on behalf of
PartnerSelect International Fund

By:	/s/ Jeremy DeGroot
Name:	Jeremy DeGroot
Title:	President

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iM DOLAN MCENIRY CORPORATE BOND FUND

LITMAN GREGORY FUNDS TRUST

INVESTMENT SUB-ADVISORY AGREEMENT

THIS INVESTMENT SUB-ADVISORY AGREEMENT is made as of the 20th day of September 20, 2021 by and between Litman Gregory Fund Advisors, LLC (the “Advisor”) and Dolan McEniry Capital Management, LLC (the “Sub-Advisor”).

WITNESSETH:

WHEREAS, the Advisor has been retained as the investment adviser to the iM Dolan McEniry Corporate Bond Fund (the “Fund”), a series of the Litman Gregory Funds Trust (the “Trust”), an open-end management investment company, registered as such under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and

WHEREAS, the Advisor has been authorized by the Trust to retain an investment adviser (“investment manager”) to serve as portfolio managers for the Fund’s assets; and

WHEREAS, the Trust and the Fund are third party beneficiaries of such arrangements;

1. Appointment of Sub-Advisor.

(a) The Advisor hereby employs the Sub-Advisor, and the Sub-Advisor hereby accepts such employment, to render investment advice and related services with respect to the assets of the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Advisor and the Trust’s Board of Trustees.

(b) The Sub-Advisor’s employment shall be solely with respect to the Fund’s assets, as specified by the Advisor and subject to periodic increases or decreases at the Advisor’s sole discretion.

(c) Nature of Fund. The Sub-Advisor and the Advisor both acknowledge that the Fund is a mutual fund that operates as a series of an open-end series investment company under the plenary authority of the Trust’s Board of Trustees. In managing the assets of the Fund, the Sub-Advisor shall do so subject always to the plenary authority of the Board of Trustees.

2. Duties of Sub-Advisor.

(a) General Duties. The Sub-Advisor shall act as investment manager to the Fund and shall invest the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as set forth in the Fund’s and the Trust’s governing documents, including, without limitation, the Trust’s Agreement and Declaration of Trust and By-Laws; the Fund’s prospectus, statement of additional information and undertakings; and such other limitations, policies and procedures as the Advisor or the Trustees of the Trust may impose from time to time in writing to the Sub-Advisor. In providing such services, the Sub-Advisor shall at all times adhere to the provisions and restrictions contained in the federal securities laws, applicable state securities laws, the Internal Revenue Code, and other applicable law. Advisor shall provide to the Sub-Advisor such information with respect to the Fund such that the Sub-Advisor will be able to maintain compliance with applicable regulations, laws, policies, and restrictions with respect to the Fund.

Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Fund; (iii) determine that portion of the Fund that will remain uninvested, if any; (iv) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Fund; (vi) maintain the books and records required to be maintained with respect to the securities in the Fund; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund as the Board may reasonably request.

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primary consideration in effecting a securities transaction will be best execution. In selecting a broker-dealer to execute each particular transaction, the Sub-Advisor may take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered.

(c) Proxy Voting. The Advisor hereby delegates to the Sub-Advisor, the Advisor’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Fund. The Sub-Advisor’s proxy voting policies shall comply with any rules or regulations promulgated by the SEC. The Sub-Advisor shall maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or longer, if required by law), of the Sub-Advisor’s voting procedures, of the Sub-Advisor’s actual votes, and such other information required for the Fund to comply with any rules or regulations promulgated by the SEC. The Sub-Advisor shall supply updates of this record to the Advisor or any authorized representative of the Advisor, or to the Fund on a quarterly basis (or more frequently, if required by law). The Sub-Advisor shall provide the Advisor and the Fund with information regarding the policies and procedures that the Sub-Advisor uses to determine how to vote proxies relating to the Fund. The Fund may request that the Sub-Advisor vote proxies for the Fund in accordance with the Fund’s proxy voting policies.

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3. Representations of Sub-Advisor.

(a) Sub-Advisor shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement.

(b) Sub-Advisor shall maintain all licenses and registrations necessary to perform its duties hereunder in good order.

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(c) Sub-Advisor shall conduct its operations at all times in conformance with the Investment Advisers Act, the Investment Company Act and any other applicable state and/or self-regulatory organization regulations.

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6. Expenses.

(a) The Sub-Advisor shall be responsible for (i) providing the personnel, office space, and equipment reasonably necessary to fulfill its obligations under this Agreement.

(b) To the extent the Sub-Advisor incurs any costs by assuming expenses which are an obligation of the Advisor or the Fund, the Advisor or the Fund shall promptly reimburse the Sub-Advisor for such costs and expenses. To the extent the Sub-Advisor performs services for which the Fund or the Advisor is obligated to pay, the Sub-Advisor shall be entitled to prompt reimbursement in such amount as shall be negotiated between the Sub-Advisor and the Advisor but shall, under no circumstances, exceed the Sub-Advisor’s actual costs for providing such services.

7. Investment Sub-Advisory Fee.

(a) The Advisor shall pay to the Sub-Advisor, and the Sub-Advisor agrees to accept, as full compensation for all investment advisory services furnished or provided to the Fund pursuant to this Agreement, an annual sub-advisory fee based on the net assets of the Fund. Such fee shall be paid at the annual rate specified on Exhibit A attached hereto on the net assets of the Fund, computed on the value of such net assets as of the close of business each day.

(b) The sub-advisory fee shall be paid by the Advisor to Sub-Advisor monthly in arrears on the tenth business day of each month.

(d) The fee payable to the Sub-Advisor under this Agreement will be reduced to the extent of any receivable owed by the Sub-Advisor to the Advisor or the Fund.

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9. Conflicts with Trust’s Governing Documents and Applicable Laws. Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust’s Agreement and Declaration of Trust, By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of the Trust of its responsibility for and control of the conduct of the affairs of the Trust and the Fund. In this connection, the Sub-Advisor acknowledges that the Advisor and the Trust’s Board of Trustees retain ultimate plenary authority over the Fund, and may take any and all actions necessary and reasonable to protect the interests of shareholders.

11. Standard of Care, Liability and Indemnification.

(a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.

(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the assets of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.

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(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.

(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement.

The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

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13. Term.

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14. Termination; No Assignment.

(b) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the Investment Company Act.

17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act and the Investment Advisers Act and any rules and regulations promulgated thereunder.

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20. Certifications; Disclosure Controls and Procedures. The Sub-Advisor acknowledges that, in compliance with the Sarbanes-Oxley Act, and the implementing regulations promulgated thereunder, the Fund is required to make certain certifications and has adopted disclosure controls and procedures. To the extent reasonably requested by the Advisor, the Sub-Advisor agrees to use its best efforts to assist the Advisor and the Fund in complying with the Sarbanes-Oxley Act and implementing the Fund’s disclosure controls and procedures. The Sub-Advisor agrees to inform the Fund of any material development related to the Fund that the Sub-Advisor reasonably believes is relevant to the Fund’s certification obligations under the Sarbanes-Oxley Act.

21. Provision of Certain Information by the Sub-Advisor. The Sub-Advisor will promptly notify the Advisor in writing of the occurrence of any of the following events:

(c) the Sub-Advisor suffers financial impairment which materially interferes with its ability to manage the Fund or otherwise fulfill its duties under this Agreement;

(e) a change in the Sub-Advisor’s personnel materially involved in the management of the Fund; or

(f) a change in control or management of the Sub-Advisor.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers, all on the day and year first above written.


LITMAN/GREGORY FUND		DOLAN MCENIRY CAPITAL MANAGEMENT, LLC
ADVISORS, LLC

By:	/s/ John M. Coughlan	By:	/s/ Daniel D. Dolan, Jr.
Name:	John M. Coughlan	Name:	Donald D. Dolan, Jr.
Title:	Chief Operating Officer	Title:	Managing Member


As a Third Party Beneficiary,

LITMAN GREGORY FUNDS TRUST
on behalf of
iM DOLAN MCENIRY CORPORATE BOND FUND

By:		/s/ Jeremy DeGroot
Name:		Jeremy DeGroot
Title:		President

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iM DBi MANAGED FUTURES STRATEGY ETF

LITMAN GREGORY FUNDS TRUST

INVESTMENT SUB-ADVISORY AGREEMENT

THIS INVESTMENT SUB-ADVISORY AGREEMENT is made as of the 20th day of September, 2021 by and between Litman Gregory Fund Advisors, LLC (the “Advisor”) and Dynamic Beta investments LLC (the “Sub-Advisor”).

WITNESSETH:

WHEREAS, the Advisor has been retained as the investment adviser to the iM DBi Managed Futures Strategy ETF (the “Fund”), a series of the Litman Gregory Funds Trust (the “Trust”), an open-end management investment company, registered as such under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and

WHEREAS, the Advisor has been authorized by the Trust to retain an investment adviser (“investment manager”) to serve as portfolio manager for the Fund’s assets; and

WHEREAS, the Sub-Advisor is registered and shall remain registered with the Commodity Futures Trading Commission as a commodities trading advisor and is and shall remain a member of the National Futures Association and is and shall remain registered as a commodity pool operator so long as the Fund is a commodity pool; and

WHEREAS, the Trust and the Fund are third party beneficiaries of such arrangements;

1. Appointment of Sub-Advisor.

(b) The Sub-Advisor’s employment shall be solely with respect to the Fund’s assets, as specified by the Advisor and subject to periodic increases or decreases at the Advisor’s sole discretion.

(c) Nature of Fund. The Sub-Advisor and the Advisor both acknowledge that the Fund is a mutual fund that operates as a series of an open-end series investment company under the plenary authority of the Trust’s Board of Trustees. In managing the Fund, the Sub-Advisor shall do so subject always to the plenary authority of the Board of Trustees.

2. Duties of Sub-Advisor.

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(b) Brokerage. With respect to the Fund, the Sub-Advisor shall be responsible for broker-dealer selection and for negotiation of brokerage commission rates. The Sub-Advisor may direct orders to an affiliated person of the Sub-Advisor or to any other broker-dealer who has been identified by the Advisor to the Sub-Advisor as an affiliate of any other investment manager without prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees, provided that the Sub-Advisor does so in a manner consistent with Sections 17(a) and 17(e) of the Investment Company Act, Rule 17e-1 thereunder and the Rule 17e-1 procedures adopted by the Trust (a copy of which shall by provided by the Advisor). The Sub-Advisor’s primary consideration in effecting a securities transaction will be best execution. In selecting a broker-dealer to execute each particular transaction, the Sub-Advisor may take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered.

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(c) Proxy Voting. The Advisor hereby delegates to the Sub-Advisor, the Advisor’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Fund. The Sub-Advisor’s proxy voting policies shall comply with any rules or regulations promulgated by the SEC. The Sub-Advisor shall maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or longer, if required by law), of the Sub-Advisor’s voting procedures, of the Sub-Advisor’s actual votes, and such other information required for the Fund to comply with any rules or regulations promulgated by the SEC. The Sub-Advisor shall supply updates of this record to the Advisor or any authorized representative of the Advisor, or to the Fund on a quarterly basis (or more frequently, if required by law). The Sub-Advisor shall provide the Advisor and the Fund with information regarding the policies and procedures that the Sub-Advisor uses to determine how to vote proxies relating to the Fund. The Fund may request that the Sub-Advisor vote proxies for the Fund in accordance with the Fund’s proxy voting policies.

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3. Representations of Sub-Advisor.

(a) Sub-Advisor shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement.

(b) Sub-Advisor shall maintain all licenses and registrations necessary to perform its duties hereunder in good order.

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6. Expenses.

(a) The Sub-Advisor shall be responsible for (i) providing the personnel, office space, and equipment reasonably necessary to fulfill its obligations under this Agreement.

7. Investment Sub-Advisory Fee.

(a) The Advisor shall pay to the Sub-Advisor, and the Sub-Advisor agrees to accept, as full compensation for all investment advisory services furnished or provided to the Fund pursuant to this Agreement, an annual sub-advisory fee based on the net assets of the Fund. Such fee shall be paid at the annual rate specified on Exhibit A attached hereto on the net assets of the Fund, computed on the value of such net assets as of the close of business each day.

(b) The sub-advisory fee shall be paid by the Advisor to Sub-Advisor monthly in arrears on the tenth business day of each month.

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(d) The fee payable to the Sub-Advisor under this Agreement will be reduced to the extent of any receivable owed by the Sub-Advisor to the Advisor or the Fund.

9. Conflicts with Trust’s Governing Documents and Applicable Laws. Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust’s Agreement and Declaration of Trust, By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of the Trust of its responsibility for and control of the conduct of the affairs of the Trust and the Fund. In this connection, the Sub-Advisor acknowledges that the Advisor and the Trust’s Board of Trustees retain ultimate plenary authority over the Fund, and may take any and all actions necessary and reasonable to protect the interests of shareholders.

-7-

11. Standard of Care, Liability and Indemnification.

(a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.

(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the assets of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.

(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.

-8-

The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

-9-

13. Term.

14. Termination; No Assignment.

(b) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the Investment Company Act.

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compliance therewith, the privacy policies adopted by the Advisor and the Fund and communicated in writing to the Sub-Advisor. Such written approval shall not be unreasonably withheld by the Advisor or the Trust and may not be withheld where the Sub-Advisor may be exposed to civil or criminal contempt or other proceedings for failure to comply after being requested to divulge such information by duly constituted authorities.

20. Certifications; Disclosure Controls and Procedures. The Sub-Advisor acknowledges that, in compliance with the Sarbanes-Oxley Act, and the implementing regulations promulgated thereunder, the Fund is required to make certain certifications and has adopted disclosure controls and procedures. To the extent reasonably requested by the Advisor, the Sub-Advisor agrees to use its best efforts to assist the Advisor and the Fund in complying with the Sarbanes-Oxley Act and implementing the Fund’s disclosure controls and procedures. The Sub-Advisor agrees to inform the Fund of any material development related to the Fund that the Sub-Advisor reasonably believes is relevant to the Fund’s certification obligations under the Sarbanes-Oxley Act.

21. Provision of Certain Information by the Sub-Advisor. The Sub-Advisor will promptly notify the Advisor in writing of the occurrence of any of the following events:

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(c) the Sub-Advisor suffers financial impairment which materially interferes with its ability to manage the Fund or otherwise fulfill its duties under this Agreement;

(e) a change in the Sub-Advisor’s personnel materially involved in the management of the Fund; or

(f) a change in control or management of the Sub-Advisor.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers, all on the day and year first above written.


LITMAN/GREGORY FUND ADVISORS, LLC		DYNAMIC BETA INVESTMENTS LLC

By:	/s/ John M. Coughlan	By:	/s/ Jason Beckett
Name:	John M. Coughlan	Name:	Jason Beckett
Title:	Chief Operating Officer	Title:	Director of Operations


As a Third Party Beneficiary,

LITMAN GREGORY FUNDS TRUST on behalf of
iM DBi MANAGED FUTURES STRATEGY ETF

By:		/s/ Jeremy DeGroot
Name:		Jeremy DeGroot
Title:		President

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iM DBi HEDGE STRATEGY ETF

LITMAN GREGORY FUNDS TRUST

INVESTMENT SUB-ADVISORY AGREEMENT

WITNESSETH:

WHEREAS, the Advisor has been retained as the investment adviser to the iM DBi Hedge Strategy ETF (the “Fund”), a series of the Litman Gregory Funds Trust (the “Trust”), an open-end management investment company, registered as such under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and

WHEREAS, the Advisor has been authorized by the Trust to retain an investment adviser (“investment manager”) to serve as portfolio manager for the Fund’s assets; and

WHEREAS, the Trust and the Fund are third party beneficiaries of such arrangements;

1. Appointment of Sub-Advisor.

(b) The Sub-Advisor’s employment shall be solely with respect to the Fund’s assets, as specified by the Advisor and subject to periodic increases or decreases at the Advisor’s sole discretion.

(c) Nature of Fund. The Sub-Advisor and the Advisor both acknowledge that the Fund is a mutual fund that operates as a series of an open-end series investment company under the plenary authority of the Trust’s Board of Trustees. In managing the Fund, the Sub-Advisor shall do so subject always to the plenary authority of the Board of Trustees.

2. Duties of Sub-Advisor.

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(c) Proxy Voting. The Advisor hereby delegates to the Sub-Advisor, the Advisor’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Fund. The Sub-Advisor’s proxy voting policies shall comply with any rules or regulations promulgated by the SEC. The Sub-Advisor shall maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or longer, if required by law), of the Sub-Advisor’s voting procedures, of the Sub-Advisor’s actual votes, and such other information required for the Fund to comply with any rules or regulations promulgated by the SEC. The Sub-Advisor shall supply updates of this record to the Advisor or any authorized representative of the Advisor, or to the Fund on a quarterly basis (or more frequently, if required by law). The Sub-Advisor shall provide the Advisor and the Fund with information regarding the policies and procedures that the Sub-Advisor uses to determine how to vote proxies relating to the Fund. The Fund may request that the Sub-Advisor vote proxies for the Fund in accordance with the Fund’s proxy voting policies.

-4-

3. Representations of Sub-Advisor.

(a) Sub-Advisor shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement.

(b) Sub-Advisor shall maintain all licenses and registrations necessary to perform its duties hereunder in good order.

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6. Expenses.

(a) The Sub-Advisor shall be responsible for (i) providing the personnel, office space, and equipment reasonably necessary to fulfill its obligations under this Agreement.

7. Investment Sub-Advisory Fee.

(a) The Advisor shall pay to the Sub-Advisor, and the Sub-Advisor agrees to accept, as full compensation for all investment advisory services furnished or provided to the Fund pursuant to this Agreement, an annual sub-advisory fee based on the net assets of the Fund. Such fee shall be paid at the annual rate specified on Exhibit A attached hereto on the net assets of the Fund, computed on the value of such net assets as of the close of business each day.

(b) The sub-advisory fee shall be paid by the Advisor to Sub-Advisor monthly in arrears on the tenth business day of each month.

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(d) The fee payable to the Sub-Advisor under this Agreement will be reduced to the extent of any receivable owed by the Sub-Advisor to the Advisor or the Fund.

9. Conflicts with Trust’s Governing Documents and Applicable Laws. Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust’s Agreement and Declaration of Trust, By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of the Trust of its responsibility for and control of the conduct of the affairs of the Trust and the Fund. In this connection, the Sub-Advisor acknowledges that the Advisor and the Trust’s Board of Trustees retain ultimate plenary authority over the Fund, and may take any and all actions necessary and reasonable to protect the interests of shareholders.

-7-

11. Standard of Care, Liability and Indemnification.

(a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.

(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the assets of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.

(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.

-8-

The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

-9-

13. Term.

14. Termination; No Assignment.

(b) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the Investment Company Act.

-10-

20. Certifications; Disclosure Controls and Procedures. The Sub-Advisor acknowledges that, in compliance with the Sarbanes-Oxley Act, and the implementing regulations promulgated thereunder, the Fund is required to make certain certifications and has adopted disclosure controls and procedures. To the extent reasonably requested by the Advisor, the Sub-Advisor agrees to use its best efforts to assist the Advisor and the Fund in complying with the Sarbanes-Oxley Act and implementing the Fund’s disclosure controls and procedures. The Sub-Advisor agrees to inform the Fund of any material development related to the Fund that the Sub-Advisor reasonably believes is relevant to the Fund’s certification obligations under the Sarbanes-Oxley Act.

21. Provision of Certain Information by the Sub-Advisor. The Sub-Advisor will promptly notify the Advisor in writing of the occurrence of any of the following events:

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(c) the Sub-Advisor suffers financial impairment which materially interferes with its ability to manage the Fund or otherwise fulfill its duties under this Agreement;

(e) a change in the Sub-Advisor’s personnel materially involved in the management of the Fund; or

(f) a change in control or management of the Sub-Advisor.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers, all on the day and year first above written.


LITMAN/GREGORY FUND		DYNAMIC BETA INVESTMENTS LLC
ADVISORS, LLC

By:	/s/ John M. Coughlan	By:	/s/ Jason Beckett
Name:	John M. Coughlan	Name:	Jason Beckett
Title:	Chief Operating Officer	Title:	Director of Operations

As a Third Party Beneficiary,

LITMAN GREGORY FUNDS TRUST
on behalf of
iM DBi HEDGE STRATEGY ETF

By:	/s/ Jeremy DeGroot
Name:	Jeremy DeGroot
Title:	President

IMGP RBA RESPONSIBLE GLOBAL ALLOCATION ETF

LITMAN GREGORY FUNDS TRUST

INVESTMENT SUB-ADVISORY AGREEMENT

THIS INVESTMENT SUB-ADVISORY AGREEMENT is made as of the ____ day of _________, 2022 by and between iM Global Partner Fund Management LLC (the “Advisor”) and Richard Bernstein Advsiors, LLC (the “Sub-Advisor”).

WITNESSETH:

WHEREAS, the Advisor has been retained as the investment adviser to the IMGP RBA Responsible Global Allocation ETF, (the “Fund”), a series of the Litman Gregory Funds Trust (the “Trust”), an open-end management investment company, registered as such under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and

WHEREAS, the Advisor has been authorized by the Trust to retain an investment adviser ( “investment manager”) to serve as portfolio manager for the Fund’s assets (the “Fund”); and

WHEREAS, the Trust and the Fund are third party beneficiaries of such arrangements;

1. Appointment of Sub-Advisor.

(a) The Advisor hereby appoints the Sub-Advisor, and the Sub-Advisor hereby accepts such appointment, to render investment advice and related services with respect to the assets of the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Advisor and the Trust’s Board of Trustees.

(b) The Sub-Advisor’s appointment shall be solely with respect to the Fund’s assets, as specified by the Advisor and subject to periodic increases or decreases at the Advisor’s sole discretion.

(c) Nature of Fund. The Sub-Advisor and the Advisor both acknowledge that the Fund is a mutual fund that operates as a series of an open-end series investment company under the plenary authority of the Trust’s Board of Trustees. In managing the assets of the Fund, the Sub-Advisor shall do so subject always to the plenary authority of the Board of Trustees.

2. Duties of Sub-Advisor.

Without limiting the generality of the foregoing, the Sub-Advisor shall: (i) furnish the Fund with advice and recommendations with respect to the investment of the Fund’s assets; (ii) effect the purchase and sale of portfolio securities for the Fund; (iii) determine that portion of the Fund that will remain uninvested, if any; (iv) manage and oversee the investments of the Fund subject to the ultimate supervision and direction of the Trust’s Board of Trustees; (v) vote proxies, file required ownership reports, and take other actions with respect to the securities in the Fund; (vi) maintain the books and records required to be maintained with respect to the securities in the Fund; (vii) furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’ assets which the Advisor, the Trustees, or the officers of the Trust may reasonably request; and (viii) render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund as the Board may reasonably request.

-2-

Sub-Advisor’s primary consideration in effecting a securities transaction will be best execution. In selecting a broker-dealer to execute each particular transaction, the Sub-Advisor may take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered.

(c) Proxy Voting. The Advisor hereby delegates to the Sub-Advisor, the Advisor’s discretionary authority to exercise voting rights with respect to the securities and other investments in the Fund. The Sub-Advisor’s proxy voting policies shall comply with any rules or regulations promulgated by the SEC. The Sub-Advisor shall maintain and preserve a record, in an easily-accessible place for a period of not less than three (3) years (or longer, if required by law), of the Sub-Advisor’s voting procedures, of the Sub-Advisor’s actual votes, and such other information required for the Fund to comply with any rules or regulations promulgated by the SEC. The Sub-Advisor shall supply updates of this record to the Advisor or any authorized representative of the Advisor, or to the Fund on a quarterly basis (or more

-3-

frequently, if required by law). The Sub-Advisor shall provide the Advisor and the Fund with information regarding the policies and procedures that the Sub-Advisor uses to determine how to vote proxies relating to the Fund. The Fund may request that the Sub-Advisor vote proxies for the Fund in accordance with the Fund’s proxy voting policies.

3. Representations of Sub-Advisor.

(a) Sub-Advisor shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement.

(b) Sub-Advisor shall maintain all licenses and registrations necessary to perform its duties hereunder in good order.

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-5-

6. Expenses.

(a) The Sub-Advisor shall be responsible for (i) providing the personnel, office space, and equipment reasonably necessary to fulfill its obligations under this Agreement.

7. Investment Sub-Advisory Fee.

(a) The Advisor shall pay to the Sub-Advisor, and the Sub-Advisor agrees to accept, as full compensation for all investment advisory services furnished or provided to the Fund pursuant to this Agreement, an annual sub-advisory fee based on the net assets of the Fund . Such fee shall be paid at the annual rate specified on Exhibit A attached hereto on the net assets of the Fund, computed on the value of such net assets as of the close of business each day.

(b) The sub-advisory fee shall be paid by the Advisor to Sub-Advisor monthly in arrears on the tenth business day of each month.

(d) The fee payable to the Sub-Advisor under this Agreement will be reduced to the extent of any receivable owed by the Sub-Advisor to the Advisor or the Fund.

-6-

8. No Shorting; No Borrowing. The Sub-Advisor agrees that neither it nor any of its officers or employees shall take any short position in the shares of the Fund. This prohibition shall not prevent the purchase of such shares by any of the officers or employees of the Sub-Advisor or any trust, pension, profit-sharing or other benefit plan for such persons or affiliates thereof, at a price not less than the net asset value thereof at the time of purchase, as allowed pursuant to rules promulgated under the Investment Company Act. The Sub-Advisor agrees that neither it nor any of its officers or employees shall borrow from the Fund or pledge or use the Fund’s assets in connection with any borrowing not directly for the Fund’s benefit.

9. Conflicts with Trust’s Governing Documents and Applicable Laws. Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust’s Agreement and Declaration of Trust, By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of the Trust of its responsibility for and control of the conduct of the affairs of the Trust and the Fund. In this connection, the Sub-Advisor acknowledges that the Advisor and the Trust’s Board of Trustees retain ultimate plenary authority over the Fund and may take any and all actions necessary and reasonable to protect the interests of shareholders.

11. Standard of Care, Liability and Indemnification.

(a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.

-7-

(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the assets of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.

(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.

-8-

The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

13. Term.

-9-

14. Termination; No Assignment.

(b) This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the Investment Company Act.

-10-

20. Certifications; Disclosure Controls and Procedures. The Sub-Advisor acknowledges that, in compliance with the Sarbanes-Oxley Act, and the implementing regulations promulgated thereunder, the Fund is required to make certain certifications and has adopted disclosure controls and procedures. To the extent reasonably requested by the Advisor, the Sub-Advisor agrees to use its best efforts to assist the Advisor and the Fund in complying with the Sarbanes-Oxley Act and implementing the Fund’s disclosure controls and procedures. The Sub-Advisor agrees to inform the Fund of any material development related to the Fund that the Sub-Advisor reasonably believes is relevant to the Fund’s certification obligations under the Sarbanes-Oxley Act.

21. Provision of Certain Information by the Sub-Advisor. The Sub-Advisor will promptly notify the Advisor in writing of the occurrence of any of the following events:

(c) the Sub-Advisor suffers financial impairment which materially interferes with its ability to manage the Fund or otherwise fulfill its duties under this Agreement;

-11-

(e) a change in the Sub-Advisor’s personnel materially involved in the management of the Fund; or

(f) a change in control or management of the Sub-Advisor.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers, all on the day and year first above written.


iM Global Partner Fund Management LLC			Richard Bernstein Advisors, LLC

By:		By:
Name:	John M. Coughlan	Name:
Title:	Chief Operating Officer	Title:

As a Third Party Beneficiary,

Litman Gregory Funds Trust
on behalf of
iMGP RBA Responsible Global Allocation ETF

By:
Name:	John Coughlan
Title:	Treasurer

-12-

Paul Hastings LLP

101 California Street, 48th Floor

San Francisco, California 94111

1(415) 856-7007

[email protected]

January 20, 2022

VIA EDGAR

Litman Gregory Funds Trust

1676 N. California Blvd., Suite 500

Walnut Creek, California 94596

Re: Litman Gregory Funds Trust - File Nos. 333-10015 and 811-07763

Ladies and Gentlemen:

We hereby consent to the inclusion of our law firm’s name as counsel to the Litman Gregory Funds Trust (the “Registrant”), as shown in Post-Effective Amendment No. 112 to the Registrant’s Registration Statement on Form N-1A.

Very truly yours,

/s/ David A. Hearth

David A. Hearth

for PAUL HASTINGS LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated March 1, 2021, relating to the financial statements and financial highlights of iMGP Equity Fund (formerly known as PartnerSelect Equity Fund), iMGP International Fund (formerly known as PartnerSelect International Fund), iMGP Alternative Strategies Fund (formerly known as PartnerSelect Alternative Strategies Fund), iMGP High Income Alternatives Fund (formerly known as PartnerSelect High Income Alternatives Fund), iMGP SBH Focused Small Value Fund (formerly known as PartnerSelect SBH Focused Small Value Fund) and iMGP Oldfield International Value Fund (formerly PartnerSelect Oldfield International Value Fund), each a series of Litman Gregory Funds Trust, for the year or period ended December 31, 2020, and to the references to our firm under the headings “General Information” and “Financial Statements” in the Statement of Additional Information.

/s/ Cohen & Company, Ltd.

COHEN & COMPANY, LTD.

Cleveland, Ohio

January 13, 2022

LITMAN GREGORY FUNDS TRUST

DISTRIBUTION AND SHAREHOLDER SERVICING PLAN

(12b-1 Plan)

The following Distribution Plan (the “Plan”) has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Act”), by Litman Gregory Funds Trust f/k/a The Masters’ Select Funds Trust (the “Trust”), a Delaware statutory trust, on behalf of the Funds listed on Appendix B (the “Funds”), each a series of the Trust. The Plan has been approved by a majority of the Trust’s Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust, as such term is defined in Section 2(a)(19) of the Act, and who have no direct or indirect financial interest in the operation of the Plan or in any Rule 12b-1 Agreement (as defined below) (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such Plan.

In approving the Plan, the Board of Trustees determined that adoption of the Plan would be prudent and in the best interests of each Fund and its shareholders. Such approval by the Board of Trustees included a determination, in the exercise of its reasonable business judgment and in light of its fiduciary duties, that there is a reasonable likelihood that the Plan will benefit each Fund and the shareholders of each class of shares covered by the Plan (the “Covered Shares”).

The provisions of the Plan are as follows:

1.	PAYMENTS BY THE FUND TO PROMOTE THE SALE OF FUND SHARES

The Trust, on behalf of each Fund, will pay ALPS Distributors, Inc. (the “Distributor”), as principal distributor of the Fund’s shares, a distribution and shareholder servicing fee as shown on Appendix B in connection with the promotion and distribution of Fund shares and the provision of personal services to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel, the printing and mailing of prospectuses to other than current Fund shareholders, and the printing and mailing of sales literature. The Distributor may pay all or a portion of these fees to any registered securities dealer, financial institution or any other person (the “Recipient”) who renders assistance in distributing or promoting the sale of shares, or who provides certain shareholder services, pursuant to a written agreement (the “Rule 12b-1 Agreement”), a form of which is attached hereto as Appendix A with respect to the Fund. To the extent not so paid by the Distributor such amounts may be retained by the Distributor. Payment of these fees shall be made monthly promptly following the close of the month.

2.	RULE 12B-1 AGREEMENTS

(a) No Rule 12b-1 Agreement shall be entered into with respect to a Fund and no payments shall be made pursuant to any Rule 12b-1 Agreement, unless such Rule 12b-1 Agreement is in writing and the form of which has first been delivered to and approved by a vote of a majority of the Trust’s Board of Trustees, and of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such Rule 12b-1 Agreement. The form of Rule 12b-1 Agreement relating to the Fund attached hereto as Appendix A has been approved by the Trust’s Board of Trustees as specified above.

(b) Any Rule 12b-1 Agreement shall describe the services to be performed by the Recipient and shall specify the amount of, or the method for determining, the compensation to the Recipient.

(c) No Rule 12b-1 Agreement may be entered into unless it provides (i) that it may be terminated with respect to each Fund at any time, without the payment of any penalty, by vote of a majority of the shareholders of each Fund’s Covered Shares, or by vote of a majority of the Independent Trustees, on not more than 60 days’ written notice to the other party to the Rule 12b-1 Agreement, and (ii) that it shall automatically terminate in the event of its assignment (as defined in the Act and related rules and Securities and Exchange Commission interpretations thereof).

(d) Any Rule 12b-1 Agreement shall continue in effect for a period of more than one year from the date of its execution only if such continuance is specifically approved at least annually by a vote of a majority of the Board of Trustees, and of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such Rule 12b-1 Agreement.

3.	QUARTERLY REPORTS

The Distributor shall provide to the Board of Trustees, and the Trustees shall review at least quarterly, a written report of all amounts expended pursuant to the Plan. This report shall include the identity of the Recipient of each payment and the purpose for which the amounts were expended and such other information as the Board of Trustees may reasonably request.

4.	EFFECTIVE DATE AND DURATION OF THE PLAN

The Plan shall become effective immediately upon approval by the vote of a majority of the Board of Trustees, and of the Independent Trustees, cast in person at a meeting called for the purpose of voting on the approval of the Plan. The Plan shall continue in effect with respect to the Fund for a period of one year from its effective date unless terminated pursuant to its terms. Thereafter, the Plan shall continue with respect to the Fund from year to year, provided that such continuance is approved at least annually by a vote of a majority of the Board of Trustees, and of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such continuance. The Plan, or any Rule 12b-1 agreement, may be terminated with respect to the Fund at any time, without penalty, on not more than sixty (60) days’ written notice by a majority vote of the shareholders of each Fund’s Covered Shares, or by vote of a majority of the Independent Trustees.

5.	SELECTION OF INDEPENDENT TRUSTEES

During the period in which the Plan is effective, the selection and nomination of those Trustees who are Independent Trustees of the Trust shall be committed to the discretion of the Independent Trustees.

6.	AMENDMENTS

All material amendments of the Plan shall be in writing and shall be approved by a vote of a majority of the Board of Trustees, and of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such amendment. In addition, the Plan may not be amended to increase materially the amount to be expended by each Fund hereunder without the approval by a majority vote of the shareholders of each Fund’s Covered Shares.

7.	RECORDKEEPING

The Trust shall preserve copies of the Plan, any Rule 12b-1 Agreement and all reports made pursuant to Section 3 for a period of not less than six years from the date of this Plan, any such Rule 12b-1 Agreement or such reports, as the case may be, the first two years in an easily accessible place.

Adopted: February 25, 2009

Amended:

August 31, 2011

September 4, 2014

August 28, 2018

April 29, 2019

August 29, 2019

October 30, 2020

September 2, 2021

January 12, 2022

APPENDIX A TO

DISTRIBUTION AND SHAREHOLDER SERVICING PLAN

OF LITMAN GREGORY FUNDS TRUST

Rule 12b-1 Related Agreement

ALPS DISTRIBUTORS, INC.

1290 Broadway, Suite 1100

Denver, CO 80203

Re: Litman Gregory Funds Trust

Ladies and Gentlemen:

This letter will confirm our understanding and agreement with respect to payments to be made to you pursuant to a Distribution and Shareholder Servicing Plan (the “Plan”) adopted by Litman Gregory Funds Trust (the “Trust”), on behalf of the Funds listed on Schedule A (the “Funds”), a series of the Trust, pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Act”). The Plan and this related agreement (the “Rule 12b-1 Agreement”) have been approved by a majority of the Board of Trustees of the Trust, including a majority of the Board of Trustees who are not “interested persons” of the Trust, as defined in the Act, and who have no direct or indirect financial interest in the operation of the Plan or in this or any other Rule 12b-1 Agreement (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting thereon. Such approval included a determination by the Board of Trustees that, in the exercise of its reasonable business judgment and in light of its fiduciary duties, there is a reasonable likelihood that the Plan will benefit the holders of the shares of each Fund covered by the Plan (the “Covered Shares”).

1. To the extent you provide distribution and marketing services in the promotion of the Fund’s Covered Shares and/or services to the holders of Covered Shares, including furnishing services and assistance to your customers who invest in and own Covered Shares, including, but not limited to, answering routine inquiries regarding the Fund and assisting in changing account designations and addresses, we shall pay you a fee as described on Schedule A. We reserve the right to increase, decrease or discontinue the fee at any time in our sole discretion upon written notice to you.

You agree that all activities conducted under this Rule 12b-1 Related Agreement will be conducted in accordance with the Plan, as well as all applicable state and federal laws, including the Act, the Securities Exchange Act of 1934, the Securities Act of 1933, the U.S. Patriot Act of 2001 and any applicable rules of the National Association of Securities Dealers, Inc.

2. You shall furnish us with such information as shall reasonably be requested either by the Trustees of the Fund or by us with respect to the services provided and the fees paid to you pursuant to this Rule 12b-1 Agreement.

3. We shall furnish to the Board of Trustees, for its review, on a quarterly basis, a written report of the amounts expended under the Plan by us and the purposes for which such expenditures were made.

4. This Rule 12b-1 Agreement may be terminated by the vote of (a) a majority of the holders of Covered Shares, or (b) a majority of the Independent Trustees, on 60 days’ written notice, without payment of any penalty. In addition, this Rule 12b-1 Agreement will be terminated by any act which terminates the Plan or the Distribution Agreement between the Trust and us and shall terminate immediately in the event of its assignment. This Rule 12b-1 Agreement may be amended by us upon written notice to you, and you shall be deemed to have consented to such amendment upon effecting any purchases of Covered Shares for your own account or on behalf of any of your customer’s accounts following your receipt of such notice.

5. This Rule 12b-1 Agreement shall become effective on the date accepted by you and shall continue in full force and effect so long as the continuance of the Plan and this Rule 12b-1 Agreement are approved at least annually by a vote of the Board of Trustees of the Trust and of the Independent Trustees, cast in person at a meeting called for the purpose of voting thereon. All communications to us should be sent to the above address. Any notice to you shall be duly given if mailed or faxed to you at the address specified by you below.


ALPS Distributors, Inc.

By:
		(Name and Title)

Accepted:


(Dealer or Service Provider Name)


(Street Address)


(City)(State)(ZIP)


(Telephone No.)


(Facsimile No.)

By:
(Name and Title)

Schedule A

to the

Rule 12b-1 Related Agreement

For all services rendered pursuant to the Rule 12b-1 Agreement, we shall pay you a fee calculated as follows:

Fee of 0.25% of the average daily net assets of each Fund covered by the Plan (computed on an annual basis) which are owned of record by your firm as nominee for your customers or which are owned by those customers of your firm whose records, as maintained by the Trust or its agent, designate your firm as the customer’s dealer or service provider of record.

We shall make the determination of the net asset value, which determination shall be made in the manner specified in the Fund’s current prospectus, and pay to you, on the basis of such determination, the fee specified above, to the extent permitted under the Plan.

APPENDIX B TO

DISTRIBUTION AND SHAREHOLDER SERVICING PLAN

LITMAN GREGORY FUNDS TRUST


FUNDS	CLASSES	12b-1 Fee (as a % of Avg. Net Assets

iMGP Equity Fund	Institutional Class Shares	NONE

iMGP International Fund	Institutional Class Shares	NONE

iMGP Alternative Strategies Fund	Institutional Class Shares Investor Class Shares*	NONE 0.25%

iMGP High Income Alternatives Fund	Institutional Class Shares	NONE

iMGP SBH Focused Small Value Fund	Institutional Class Shares	NONE

iMGP Oldfield International Value Fund	Institutional Class Shares	NONE

iMGP Dolan McEniry Corporate Bond Fund	Institutional Class Shares Investor Class Shares*	NONE 0.25%

iMGP DBi Hedge Strategy ETF	N/A*	0.25%

iMGP DBi Managed Futures Strategy ETF	N/A*	0.25%

iMGP RBA Responsible Global Allocation ETF	N/A*	0.25%

*	Covered Shares.

LITMAN GREGORY FUNDS TRUST

MULTIPLE CLASS PLAN

This Multiple Class Plan (this “Plan”) is adopted pursuant to Securities and Exchange Commission Rule 18f–3 promulgated under the Investment Company Act of 1940, as amended (the “1940 Act”).

This Plan shall govern the terms and conditions under which Litman Gregory Funds Trust f/k/a The Masters’ Select Funds Trust (the “Trust”) may issue separate classes of shares representing interests in the Funds listed in Appendix B, all series of the Trust (each a “Fund” and together the “Funds”). To the extent that a subject matter herein is covered by the Trust’s Agreement and Declaration of Trust or Bylaws, the Agreement and Declaration of Trust and Bylaws will control in the event of any inconsistencies with the descriptions herein.

SECTION 1. Rights and Obligations.

Except as set forth herein, all classes of shares issued by a Fund shall have identical voting, dividend, liquidation and other rights, preferences, powers, restrictions, limitations, qualifications, designations, and terms and conditions. The only differences among the various classes of shares shall relate solely to the following: (a) each class may be subject to different class expenses as discussed under Section 3 of this Plan; (b) each class may bear a different identifying designation; (c) each class shall have exclusive voting rights with respect to matters solely affecting such class; (d) each class may have different exchange privileges; and (e) each class may be offered to different types of investors.

SECTION 2. Classes of Shares and Designation Thereof.

Each Fund may offer any or all of the following classes of shares:

(a)

Institutional Class Shares. “Institutional Class Shares” will be offered with no sales charges, transaction fees, shareholder service fees or distribution (Rule 12b-1) fees. Institutional Class Shares do not automatically convert into shares of any other class.

(b)

Investor Class Shares. “Investor Class Shares” will be offered with no sales charges, shareholder service fees, or transaction fees. Investor Class Shares will be subject to distribution (12b-1) fees at an annual rate of up to 0.25% of average daily net assets attributable to the Investor Class Shares. Investor Class Shares do not automatically convert into shares of any other class.

SECTION 3. Allocation of Expenses.

(a)

Class Expenses. Each class of shares may be subject to different class expenses consisting of: (1) shareholder service fees, if applicable to a particular class; (2) transfer agency and other recordkeeping costs to the extent allocated to a

particular class; (3) Securities and Exchange Commission (“SEC”) and blue sky registration fees incurred separately by a particular class; (4) litigation or other legal expenses relating solely to a particular class; (5) printing and postage expenses related to the preparation and distribution of class-specific materials such as shareholder reports, prospectuses and proxies to shareholders of a particular class; (6) expenses of administrative personnel and services as required to support the shareholders of a particular class; (7) audit or accounting fees or expenses relating solely to a particular class; (8) Trustee fees and expenses incurred as a result of issues relating solely to a particular class; (9) distribution (Rule 12b-1) fees, if applicable to a particular class; and (10) any other expenses subsequently identified that should be properly allocated to a particular class, which shall be approved by the Board of Trustees (collectively, the “Class Expenses”).

(b)

Other Expenses. Except for the Class Expenses discussed above (which will be allocated to the appropriate class), all expenses incurred by each Fund will be allocated in accordance with Rule 18f-3 (c).

(c)

Waivers and Reimbursements of Expenses. Litman/Gregory Fund Advisors, LLP (the “Adviser”) and any other provider of services to the Funds may waive or reimburse the expenses of a particular class or classes, provided, however, that such waiver shall not result in cross–subsidization among classes.

SECTION 4. Allocation of Income.

The Funds will allocate income and realized and unrealized capital gains and losses in accordance with Rule 18f-3 (c).

SECTION 5. Exchange Privileges.

A class of shares of a Fund may be exchanged only for the same class of shares of another Fund. All exchanges will be subject to such conditions as may be imposed from time to time as disclosed in Appendix A.

SECTION 7. Effective Date.

This Plan shall not take effect with respect to a Fund until (a) a majority of the Trustees of the Trust, including a majority of the Trustees who are not “interested persons” of the Trust (as defined in the 1940 Act), find that the Plan, as proposed and including the expense allocations, is in the best interests of each Institutional Class individually and the Trust as a whole, and (b) an amendment to the Trust’s registration statement under the 1940 Act and the Securities Act of 1933, as amended, with respect to multiple classes of the Fund has become effective.

SECTION 8. Amendments.

This Plan may not be amended to materially change the provisions of this Plan unless such amendment is approved in the manner specified in item (a) of Section 7 above.

APPENDIX A TO

MULTIPLE CLASS PLAN

LITMAN GREGORY FUNDS TRUST

EXCHANGE PRIVILEGES

SECTION 1. TERMS AND CONDITIONS OF EXCHANGES.

Shareholders of the Funds may participate in exchanges as described below. An exchange is permitted only in the following circumstances:

(a)

the exchange must be between the same class of shares (e.g., Institutional Class Shares of one Fund cannot be exchanged for Investor Class Shares of another Fund, nor can Institutional Class Shares of one Fund be exchanged for Investor Class Shares of that same Fund);

(b)

the dollar amount of the exchange must be at least equal to the minimum investment applicable to the shares of the Fund acquired through such exchange;

(c)

the shares of the Fund acquired through exchange must be qualified for sale in the state in which the shareholder resides;

(d)

the exchange must be made between accounts having identical registrations and addresses;

(e)

the full amount of the purchase price for the shares being exchanged must have already been received by the Trust;

(f)

the account from which shares have been exchanged must be coded as having a certified taxpayer identification number on file or, in the alternative, an appropriate IRS Form W–8 (certificate of foreign status) or Form W–9 (certifying exempt status) must have been received by the Trust;

(g)

newly acquired shares (through either an initial or subsequent investment) must be held in an account for at least ten days, and all other shares are held in an account for at least one day, prior to the exchange; and

(h)

certificates (if any) representing shares must be returned before shares can be exchanged.

Because excessive exchanges can harm a Fund’s performance, the Trust does not accommodate frequent purchases and redemptions of Fund shares and reserves the right to restrict, reject or cancel, without any prior notice, any purchase or exchange order, including

A-1

transactions representing excessive trading (accounts under common ownership or control and accounts with the same taxpayer identification number will be counted together). The Adviser and the Trust’s transfer agent currently monitor for various patterns in trading activity in client accounts, including omnibus accounts, such as a purchase and sale of approximately the same amount of shares of a Fund (a “round trip”) more than twice in any twelve month period. These parameters are subject to change. The Trust reserves the right to refuse exchanges by any person or group if, in the Adviser’s judgment, a Fund would be unable effectively to invest the money in accordance with its investment objective and policies, or would otherwise be potentially adversely affected. A shareholder’s exchanges may be restricted or refused if a Fund receives, or the Adviser anticipates, simultaneous orders affecting significant portions of that Fund’s assets and, in particular, a pattern of exchanges coinciding with a “market timing” strategy. Although the Trust attempts to provide prior notice to affected shareholders when it is reasonable to do so, it may impose these restrictions at any time. The Trust reserves the right to terminate or modify the exchange privileges of Fund shareholders in the future.

THE EXCHANGE PRIVILEGE IS NOT AN OPTION OR RIGHT TO PURCHASE SHARES BUT IS PERMITTED UNDER THE RESPECTIVE POLICIES OF THE PARTICIPATING FUNDS, AND MAY BE MODIFIED OR DISCONTINUED BY THE TRUST OR BY THE ADVISER OR DISTRIBUTOR OF THE FUNDS AT ANY TIME, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT NOTICE.

Shares to be exchanged will be redeemed at their net asset value as determined at the close of business on the day that an exchange request in proper form is received, as described in the applicable prospectus. Exchange requests received after the required time will result in the redemption of shares at their net asset value as determined at the close of business on the next business day.

In the event of unusual market conditions, the Trust reserves the right to reject any exchange request if, in the judgment of the Adviser, the number of requests or the total value of the shares that are the subject of the exchange are likely to place a material burden on a Fund. For example, the number of exchanges by investment managers making market–timing exchanges may be limited.

SECTION 2. FEES.

There is no fee for exchanges between the Funds.

SEE THE APPLICABLE PROSPECTUS FOR MORE INFORMATION ABOUT SHARE EXCHANGES.

A-2

APPENDIX B TO

MULTIPLE CLASS PLAN

LITMAN GREGORY FUNDS TRUST


FUNDS		CLASSES
iMGP Equity Fund		Institutional Class Shares

iMGP International Fund		Institutional Class Shares

iMGP Alternative Strategies Fund		Institutional Class Shares Investor Class Shares

iMGP High Income Alternatives Fund		Institutional Class Shares

iMGP SBH Focused Small Value Fund		Institutional Class Shares

iMGP Oldfield International Value Fund		Institutional Class Shares

iMGP Dolan McEniry Corporate Bond Fund		Institutional Class Shares Investor Class Shares

iMGP DBi Hedge Strategy ETF		N/A

iMGP DBi Managed Futures Strategy ETF		N/A

iMGP RBA Responsible Global Allocation ETF		N/A

B-1

Appendix 1-A

LITMAN GREGORY FUNDS TRUST

CODE OF ETHICS

(as amended October 1, 2021)

I. Legal Requirement

Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), requires Litman Gregory Funds Trust (the “Trust”) and its series (each a “Fund” and collectively, the “Funds”) to have a written code of ethics which addresses trading practices by “fund access persons.” Fund access persons are defined to include (1) officers and employees of the Trust, (2) officers, directors and investment personnel of the Trust’s investment advisers, (3) certain personnel of any broker-dealer firm that acts as the distributor for a Fund, and (4) each member of the Trust’s Board of Trustees. This code of ethics (the “Code”) is intended to promote ethical conduct and to provide guidelines and specific reporting requirements to help ensure the Trust’s compliance with applicable securities laws and regulations.

This Code governs the activities of the Trust’s fund access persons. It is important that you understand your reporting obligations under this Code.

This Code does not cover all areas of potential liability. Fund access persons are expected to be sensitive to and aware of situations that raise a potential conflict of interest or that may constitute a trading violation. If you have any questions regarding this Code or a compliance issue, please contact the Trust’s Chief Compliance Officer.

II. General Prohibitions

It shall be unlawful and a violation of this Code for any fund access person, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by the Trust:

(a)

To employ any device, scheme or artifice to defraud the Trust;

(b)

To make to the Trust any untrue statement of a material fact or omit to state to the Trust a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(c)

To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Trust; or

(d)

To engage in any manipulative practice with respect to the Trust.

(e)

To disclose to any unauthorized individual or entity outside of the Trust or remove from the Trust’s offices proprietary information.

III. Fund Access Person Reporting Provisions

All fund access persons (defined below) covered by this Code, except the Trust’s Independent Trustees, are required to file reports at least quarterly of their personal securities transactions (excluding excepted securities) and, if they wish to trade in the same securities as any Fund, must comply with the specific procedures in effect for such transactions.

The Trust uses various investment advisers, including sub-advisers, to advise the Funds. These adviser entities are required to adopt specific trading procedures appropriate to their organization consistent with Rule 17j-1 under the 1940 Act. Fund access persons of those entities are specifically excluded from the coverage of this Code. However, those entities are required to provide the Trust with their respective codes of ethics and any material amendments thereto. The fund access persons of the Trust’s administrator, State Street Bank & Trust Company, and the Trust’s principal underwriter, ALPS, are required to comply with the reporting and other requirements of their organizations’ respective code of ethics and are excluded from the coverage of this Code.

The reports of fund access persons will be reviewed and compared against the activities of the Funds and if a pattern emerges that indicates abusive trading or noncompliance with applicable procedures, the matter will be referred to the Board of Trustees; the Board of Trustees will make appropriate inquiries and decides what action, if any, is then necessary.

Independent Trustees who do not have day-to-day contact with the Funds and who do not have specific knowledge of the Funds’ intended investments are not required to file any reports at all, and there is no restriction on their personal securities trading activities. However, if an Independent Trustee should learn that one of the Funds is about to take a particular position, and he or she wishes to make a similar or related trade, the Trustee should obtain prior approval of the trade.

Persons covered by this Code are advised to seek advice before engaging in any transactions involving securities under consideration for purchase or sale by a Fund of the Trust or if a transaction directly or indirectly involves themselves and the Trust other than the purchase or redemption of shares of a Fund or the performance of their normal business duties.

IV. Implementation

The Trust’s Chief Compliance Officer (currently John Coughlan) is responsible for maintaining an updated list of fund access persons. The Chief Compliance Officer may designate an alternate who is authorized to administer this Code when he is unavailable.

The Chief Compliance Officer shall circulate a copy of this Code to each fund access person, together with an acknowledgment of receipt, which shall be signed and returned to the Chief Compliance Officer.

The Chief Compliance Officer is charged with responsibility for insuring that the reporting requirements of this Code are adhered to by all fund access persons. The Chief Compliance Officer shall be responsible for ensuring that the review requirements of this Code are performed in a prompt manner.

V. Definitions

(a) “Fund access person” means: (i) any trustee, officer or advisory person (as defined below) of a Fund or the Trust; (ii) any director, officer, general partner or advisory person (as described below) of an investment adviser to a Fund; and (iii) any director, officer or general partner of a broker-dealer acting as distributor or principal underwriter of a Fund who, in the ordinary course of his or her business, makes, participates in or obtains information regarding the purchases and sales of securities for such Fund or whose ordinary business functions and duties relate to the making of recommendations to such Fund regarding the purchase and sale of securities.

Exceptions: (i) any investment adviser unaffiliated with the iMGlobal Partner Fund Management, LLC, (“IMGPFM”) and/or the Trust (except by reason of being a sub-advisor) and all employees of such unaffiliated adviser, provided that such sub-advisor represents to IMGPFM that it has and enforces a code of ethics that meets the requirements of Rule 17j-1 under the 1940 Act, and (ii) any employee of the Trust’s administrator or principal ;underwriter, including such employees who may act as officers of the Trust.

(b) “Advisory person” means with respect to (A) the Trust, (B) an investment adviser to a Fund or (C) any company in a control relationship to the Trust or the investment adviser, (i) any employee who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of a security by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to the Trust or an investment adviser who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of a security.

Exceptions: (i) any investment adviser unaffiliated with IMGPFM and/or the Trust (except by reason of being a sub-advisor) and all employees of such unaffiliated advisor, provided that such sub-advisor represents to IMGPFM that it has and enforces a code of ethics that meets the requirements of Rule 17j-1 under the 1940 Act, and (ii) any employee of an administration company providing administration services to the Trust or the Fund including such employees who may act as officers of the Trust.

(c) A security is “being considered for purchase or sale” when a recommendation to purchase or sell a security has been made and communicated, and, with respect to a person making a recommendation, when such person seriously considers making such a recommendation.

(d) “Beneficial ownership” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, with the exception that the determination of direct or indirect beneficial ownership shall apply to all securities which a fund access person has or acquires.

(e) “Control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position, as further defined in Section 2(a)(9) of the 1940 Act.

(f) “Excepted securities” include shares of registered open-end investment companies (other than shares of the PartnerSelect Funds), securities issued by the government of the United States (including government agencies), banker acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, futures contracts on stock or bond groups that include such equity or debt instruments, any option on such future contracts and other money market instruments.

(g) An “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended (the “Securities Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.

(h) “Investment Personnel” means with respect to (A) the Trust, (B) an investment adviser to a Fund or (C) any company in a control relationship to the Trust or the investment adviser:

(i) Any employee, who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by a Fund.

(i) Any natural person who controls the Trust or investment adviser to a Fund and who obtains information concerning recommendations made to that Fund regarding the purchase or sale of securities by that Fund.

(j) “Limited Offering” means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act.

(k) “Purchase or sale of a security” includes the writing of an option to purchase or sell a security.

(l) “Reportable Securities” are those securities for which quarterly transaction reports and/or quarterly transaction affirmations must be filed. Reportable Securities are all securities included in the definition of “Security” in the Advisers Act and the 1940 Act (with the exceptions below) and include any (a) equity or debt instrument traded on an exchange (including foreign securities exchanges), through NASDAQ or through the “pink sheets,” over- the-counter or on any public market, (b) options to purchase or sell such equity or debt instrument, (c) warrants and rights with respect to such securities, (d) municipal bonds, (e) index stock or bond group options that include such equity or debt instrument, (f) limited offerings or private offerings, and (g) shares of mutual funds managed by the Company (i.e., the Affiliated Funds); provided that Reportable Securities shall not include securities issued by the Government of the United States, banker acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, futures contracts on stock or bond groups that include such equity or debt instruments, any option on such future contracts and shares of open-end mutual funds (other than the Affiliated Funds). For the avoidance of doubt, exchange-traded funds and closed-end registered investment companies are reportable securities.

(m) “Security” shall have the meaning set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include excepted securities (as defined below).

VI. Prohibited Trading Practices

No fund access person shall purchase or sell directly or indirectly, any security in which he or she has, or by reason of such transactions acquires, any direct or indirect beneficial ownership in the security:

(a) if such security to his or her actual knowledge at the time of such purchase or sale:

(i) is being considered for purchase or sale by a Fund;

(ii) is in the process of being purchased or sold by a Fund (except that a fund access person may participate in a bunched transaction with the Fund if the price terms are the same); or

(b) if such action by such fund access person would defraud a Fund, operate as a fraud or deceit upon a Fund, or constitute a manipulative practice with respect to such Fund. In each case, the relevant Fund shall be limited to the Fund(s) to which such fund access person has a direct relationship.

To ensure that security purchases and sales by fund access persons do not constitute a fraudulent, deceptive or manipulative practice with respect to the various Funds, each investment adviser and principal underwriter to a Fund shall adopt a policy preventing fund access persons from trading ahead of the Fund or otherwise trading in securities being considered for purchase or sale by a Fund for an appropriate period of time.

Fund access persons (other than the Independent Trustees) covered by this Code shall pre-clear all Reportable Securities with the Chief Compliance Officer.

VII. Exempted Transactions/Securities

The prohibitions of Section VI and the reporting requirements of Section X of this Code shall not apply to:

(a)

Purchases or sales effected in any account over which the fund access person has no direct or indirect influence or control.

(b)

Purchases or sales which are non-volitional on the part of either the fund access person or the Trust (e.g., receipt of de minimis gifts, a sale in connection with a court order).

(c)

Purchases which are part of an automatic dividend reinvestment plan.

(d)

Purchases and sales of securities which are not included in the definition of “Security” in Section V above or are “excepted securities” as defined in Section V.

(e)

Trading in mutual funds, excluding mutual funds managed by th Company.

VIII. Pre-approval of Investments in IPOs and Limited Offerings

Fund access persons must obtain approval from the Chief Compliance Officer before directly or indirectly acquiring beneficial ownership in any securities issued in an Initial Public Offering or in a Limited Offering through the compliance and employee trade monitoring system’s web page accessible to all Employees

IX. Pre-approval of Cryptocurrencies, Initial Coin Officers, Token and Other Digital Assets.

If fund access persons seeks to participate in an initial coin offering (ICO) or investment (virtual or otherwise) with a profits interest contingent on the management efforts of other, fund access persons are requied to submit a prior approval request to the Chief Compliance Officer though the compliance and employee trade monitoring system’s web page accessible to all Employees.

X. Reporting

Independent Trustees and individuals who already report their investment transactions under the rules applicable to registered investment advisers may be excepted from the reporting requirement (see Section XI below). Subject to the exceptions set forth below, every fund access person shall report to the Chief Compliance Officer or compliance delegate the information described below with respect to transactions in any security in which such fund access person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the security. Every report shall be made not later than thirty (30) days after the end of each calendar quarter and shall contain the following information:

(1)

The date of the transaction, the title and the number of shares, and the principal amount of each security involved;

(2)

The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition);

(3)

The price at which the transaction was effected; and

(4)

The name of the broker, dealer, or bank with or through whom the transaction was effected.

For periods in which no reportable transactions were effected, the report shall contain a representation that no transactions subject to the reporting requirements were effected during the relevant time period.

Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the security to which the report relates.

The report must be completed via the compliance and employee trade monitoring system, which will have the account statement and transactions downloaded to the system. If the Personal Account is an approved exception to the Designated Brokerage Policy, copies of the account statements must be submitted to Compliance via file attachments in the compliance and employee trade monitoring system within 30 calendar days following the end of each calendar year regardless of whether any trading activity took place in that account during the quarter. In addition, the report must include a certification that all trades in Reportable Securities in the Employee’s Personal Accounts during the reporting period are covered by such account statements.

XI. Exceptions to Reporting Requirements

An Independent Trustee, i.e., a Trustee of the Trust who is not an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Trust, is not required to file a report on a transaction in a security provided such Trustee neither knew nor, in the ordinary course of fulfilling his or her official duties as a trustee of the Trust, should have known that, during the 15-day period immediately preceding or after the date of the transaction by the Trustee, such security is or was purchased or sold by the Trust or is or was being considered for purchase by an investment adviser of the Trust.

Where an Independent Trustee is exempt from the reporting requirements of this Code pursuant to this Section XI, such Trustee may nevertheless voluntarily file a report representing that he or she did not engage in any securities transactions which, to his or her knowledge, involved securities that were being purchased or sold or considered for purchase by any Fund during the 15-day period preceding or after the date(s) of any transaction(s) by such Trustee. The failure to file such a report, however, shall not be considered a violation of this Code.

Fund access persons also need not make a report with respect to exempted transactions/ securities as described in Section VIII of this Code.

Access persons need not make a report where the report would duplicate information recorded pursuant to the applicable rules under the Investment Advisers Act of 1940, as amended.

XII. Review

The Chief Compliance Officer shall compare all reports of personal securities transactions with completed and contemplated portfolio transactions of each Fund to determine whether a possible violation of the Code may have occurred. The Chief Compliance Officer may delegate this function to one or more persons employed by an investment adviser or principal underwriter with respect to the reports filed by fund access persons in such organization, and shall receive and be entitled to rely on a summary report from such compliance delegate.

Before making any determination that a violation has been committed by any person, the Chief Compliance Officer shall give such person an opportunity to supply additional explanatory material. If a securities transaction of the Chief Compliance Officer is under consideration, an alternate shall act in all respects in the manner prescribed herein for the Chief Compliance Officer.

If the Chief Compliance Officer determines that a violation of the Code has or may have occurred, he shall, following consultation with the Trust’s legal counsel, submit his or her written determination, together with the transaction report, if any, and any additional explanatory material provided by the individual, to the President of the Trust or, if the President shall be the Chief Compliance Officer, the Treasurer, who shall make an independent determination of whether a violation has occurred.

The Chief Compliance Officer shall be responsible for maintaining a current list of all fund access persons (including all Trustees) and for identifying all reporting fund access persons on

such list, and shall take steps to ensure that all reporting fund access persons have submitted reports in a timely manner. The Chief Compliance Officer may delegate the compilation of this information to appropriate persons employed by an investment adviser or principal underwriter and shall be entitled to rely on the information received from such delegates. Failure to submit timely reports will be communicated to the Board of Trustees.

XIII. Confidential Information

Confidential Information Defined

Fund access persons may receive material, nonpublic information (i.e., “inside information”), or other sensitive or confidential information from or about the Trust’s shareholders or its management. Such confidential information may include, among other things:

•

Names and addresses of shareholders.

•

Financial or other information about the shareholder, such as the number of shares held by a shareholder.

•

The names of the securities being purchased or sold, or being considered for purchase or sale, for a Fund.

•

Any Trust information privately given to a fund access person that, if publicly known, would be likely to (i) affect the price of any security in a Fund’s portfolio or the shares of a Fund or (ii) embarrass or harm the Trust.

Given the breadth of the above, all information that a fund access person obtains through the Trust should be considered confidential information unless it is specifically known to be available to the public.

Policy Statement Regarding Use and Treatment of Confidential Information.

All confidential information, whatever the source, may be used only in the discharge of the fund access person’s duties with the Trust. Confidential information may not be used for any personal purpose, including the purchase or sale of securities for a personal account. No fund access person may use any confidential information in any manner that adversely affects the Trust. All confidential information is to be treated as the secret, proprietary and confidential data of the Trust.

Procedures Regarding Use and Treatment of Confidential Information.

The Trust encourages each of its fund access persons to be aware of, and sensitive to, such fund access person’s treatment of confidential information. The Trust has also adopted a Privacy Policy which also sets forth policies and procedures regarding maintaining the privacy of the nonpublic personal information of its shareholders. Each fund access person must take the following precautions:

•

Fund access persons must not discuss confidential information unless necessary as part of his or her duties and responsibilities with the Trust.

•

Particular care should be exercised if confidential information must be discussed in public places, such as restaurants, elevators, taxicabs, trains or airplanes, where such information may be overheard.

•

Under no circumstances may confidential information be shared with any person, including any spouse or other family member, who is not a fund access person of the Trust.

•

Fund access persons must return all confidential information upon their separation from the Trust.

XIV. Proprietary Information

Proprietary Information Defined.

Proprietary information shall mean any Company information which is in written, graphic, machine-readable or other tangible form. Proprietary Information also includes non-tangible oral or visual information. Given the breadth of this definition, all information that an Employee obtains through the Company should be considered proprietary information unless it is specifically known to be available to the public.

Confidential and Proprietary information includes, but is not limited to, the following examples:

•

Any knowledge or information with respect to the Company’s business activities, methods, or financial condition

•

Professional contacts

•

Customer, client, subscriber, employee and vendor lists

•

Customer, client or subscriber preferences

•

Company-developed proprietary processes and procedures

•

Company-developed software, software code, and the Company-developed proprietary software applications using third-party software platforms

•

Labor relations strategies

•

Marketing strategies

•

Market research

•

Pending projects and proposals

Policy Statement Regarding Use and Treatment of Proprietary Information

The Employee recognizes that the confidentiality of proprietary information is a matter of great concern to the Company. The Employee agrees that he or she will not disclose to any individual or entity outside the Company any proprietary information of the Company, except to individuals who have a specific “need to know” due to their contractual or other business relationship to the Company, and that he or she will not use such proprietary information other than for the benefit of the Company. Employees are prohibited from using proprietary information to solicit the Company clients for any purpose other than the Company business.

Procedures Regarding Use and Treatment of Proprietary Information.

The Company encourages each of its Employees to be aware of, and sensitive to, such Employee’s treatment of proprietary information. The Employee understands and agrees that all files, records, papers, memoranda, letters, handbooks and manuals, facsimile or other communications which he or she obtains that were written, authorized, signed, received or transmitted during his or her employment are and remain the property of the Company and, as such, are not to be removed from the Company’s offices except for the purpose of business activity on behalf of the Company. Upon termination of employment, Employee will promptly deliver to the Company any such materials that may then be in his or her possession.

Employees who improperly use or disclose trade secrets or confidential or proprietary information will be subject to disciplinary action, up to and including termination of employment and legal action, even if they do not actually benefit from the disclosed information.

XV. Restrictions on Gifts and Entertainment.

General Policy Statement.

A conflict of interest occurs when the personal interests of employees interfere or could potentially interfere with their responsibilities to the Company and its clients. The overriding principle is that employees should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, employees should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the firm or the supervised person.

De Minimis Gifts and Entertainment.

All gifts or benefits (such as a gift of a service) from or given to any client, broker/dealer, money manager, or others who transact business with the Company should be reported to the Chief Compliance Officer using the compliance and employee trade monitoring system. Any gift received or given by an employee that has a total value in excess of $100.00 may not be accepted or disbursed unless approved by the Chief Compliance Officer or his or her delegate. Unrequested promotional gifts below $25 in value do not need to be reported. Gifts of cash may never be accepted or disbursed by an Employee.

In addition, Employees may attend business meals, sporting events and other entertainment events as long as both the giver(s) and receiver(s) are present, the expense has a total value equal to or less than $100.00 and is reported to the Chief Compliance Officer using the compliance and employee trade monitoring system. Any entertainment above $100.00 may not be accepted or disbursed unless approved by the Chief Compliance Officer or his or her delegate.

XVI. Sanctions

If a material violation of this Code occurs or a preliminary determination is made that a violation may have occurred, a report of the alleged violation shall be made to a senior officer of the Trust and, if appropriate, the Board of Trustees. The Trust’s senior officer or the Board of Trustees may impose such sanctions as it deems appropriate, including:

•

The applicable Employee meeting with the Chief Compliance Officer and/or the Managing Partner in charge of the Employee’s business unit to review this Code and discuss the nature and extent of the violation;

•

The violation will be recorded in the Company’s compliance books and records;

•

The applicable Employee may be required to attend and provide evidence of satisfactory completion of compliance training courses;

•

The applicable Employee may be required to immediately sell any security purchased in violation of Section X above;

•

The applicable Employee may be subject to a fine and/or disgorgement of any profits earned on the purchase or sale of any security in violation of Section IX above, or the personal absorption of any loss on the sale of such security;

•

The applicable Employee may be suspended without pay for a period of time to be determined by the committee; and/or

•

The offending employee’s employment at the Company may be terminated

XVII. Whistleblower Policy

General Policy

The Company requires Directors, Officers and Employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. All Employees and representatives of the Company must practice honesty and integrity and comply with all applicable laws and regulations.

Reporting Responsibility

This Whistleblower Policy is intended to encourage and enable Employees and others to raise serious concerns internally so that the Company can address and correct inappropriate conduct and actions. It is the responsibility of all Directors, Officers and Employees to report concerns about violations of the Company’s code of ethics or suspected violations of law or regulations that govern the Company’s operations.

No Retaliation

It is contrary to the values of the Company for anyone to retaliate against any Director, Officer, or Employee who in good faith reports an ethics violation, or a suspected violation of law, such as a compliant of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of the Company. An Employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.

Reporting Procedure

The Company has an open door policy and suggests that Employees share their questions, concerns, suggestions or complaints with their supervisor. If you are not comfortable speaking with your supervisor, or you are not satisfied with your supervisor’s response, you are encouraged to speak with the Chief Compliance Officer. Supervisors and managers are required to report complaints or concerns about suspected ethical and legal violations in writing to the Company’s Chief Compliance Officer or his/her designee, who has the responsibility to investigate all reported complaints. Employees with concerns or complaints may also submit their concerns in writing using the compliance and employee trade monitoring system accessible to all Employees.

The Company’s Chief Compliance Officer is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The Compliance Officer will advise the Deputy Chief Executive Officer – US Chief Operating Officer & Head of Distributions.

Acting in Good Faith

Anyone filing a written complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Confidentiality

Violations or suspected violations may be submitted on a confidential basis by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

Handling of Reported Violations

The Company’s Chief Compliance Officer or his/her designee will notify the person who submitted a complaint and acknowledge receipt of the reported violation or suspected violation. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.

Exhibit A

LITMAN GREGORY FUNDS TRUST

SUPPLEMENTAL ANTIFRAUD CODE OF ETHICS FOR

PRINCIPAL OFFICERS AND SENIOR FINANCIAL OFFICERS

(as amended October 1, 2021)

The Board of Trustees (the “Board”) of Litman Gregory Funds Trust (the “Trust”) has adopted this Supplemental Antifraud Code of Ethics (the “Code”) for the Trust’s Principal Officers and Senior Financial Officers (the “Officers”) to guide and remind the Officers of their responsibilities to the Trust, other Officers, shareholders of the series of the Trust (the “Funds”), and governmental authorities. Officers are expected to act in accordance with the guidance and standards set forth in this Code.

For the purposes of this Code, the Trust’s Principal Officers and Senior Financial Officers shall include: the Principal Executive Officer; the Principal Financial Officer; the Principal Accounting Officer; the Controller; and any persons performing similar functions on behalf of the Trust, regardless of whether such persons are employed by the Trust or a third party.

This Code is intended to serve as the code of ethics described in Section 406 of The Sarbanes-Oxley Act of 2002 and Form N-CSR. To the extent that an Officer is subject to the Trust’s code of ethics adopted pursuant to Rule 17j-1 of the Investment Company Act of 1940, as amended (the “Rule 17j-1 Code”), this Code is intended to supplement and be interpreted in the context of the Rule 17j-1 Code. This Code also should be interpreted in the context of all applicable laws, regulations, the Trust’s Agreement and Declaration of Trust and Bylaws, as amended, and all other governance and disclosure policies and documents adopted by the Board. All Officers must become familiar and fully comply with this Code. Because this Code cannot and does not cover every applicable law or provide answers to all questions that might arise, all Officers are expected to use common sense about what is right and wrong, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct.

The purpose of this Code is to set standards for the Officers that are reasonably designed to deter wrongdoing and are necessary to promote:

•

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

•

full, fair, accurate, timely, and understandable disclosure in reports and documents that the Trust files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in any other public communications by the Trust;

•

compliance with applicable governmental laws, rules and regulations;

•

the prompt internal reporting of violations of the Code to the appropriate persons as set forth in the Code; and

•

accountability for adherence to the Code.

A. Honest and Ethical Conduct

Honesty, Diligence and Professional Responsibility

Officers are expected to observe both the form and the spirit of the ethical principles contained in this Code. Officers must perform their duties and responsibilities for the Trust:

•

with honesty, diligence, and a commitment to professional and ethical responsibility;

•

carefully, thoroughly and in a timely manner; and

•

in conformity with applicable professional and technical standards.

Officers who are certified public accountants are expected carry out their duties and responsibilities in a manner consistent with the principles governing the accounting profession, including any guidelines or principles issued by the Public Company Accounting Oversight Board or the American Institute of Certified Public Accountants from time to time.

Objectivity / Avoidance of Undisclosed Conflicts of Interest

Officers are expected to maintain objectivity and avoid undisclosed conflicts of interest. In the performance of their duties and responsibilities for the Trust, Officers must not subordinate their judgment to personal gain and advantage, or be unduly influenced by their own interests or by the interests of others. Officers must avoid participation in any activity or relationship that constitutes a conflict of interest unless that conflict has been completely disclosed to affected parties. Further, Officers should avoid participation in any activity or relationship that could create the appearance of a conflict of interest.

A conflict of interest would generally arise if an Officer directly or indirectly participated in any investment, interest, association, activity or relationship that may impair or appear to impair the Officer’s objectivity.

Any Officer who may be involved in a situation or activity that might be a conflict of interest or give the appearance of a conflict of interest should consider reporting such situation or activity using the reporting procedures set forth in Section 4 of this Code The Audit Committee of the Board of Trustees of the Trust (the “Audit Committee”) will not be responsible for monitoring or enforcing this conflict of interest policy, but rather each Officer is responsible for self-compliance with this conflict of interest policy.

Preparation of Financial Statements

Officers must not knowingly make any misrepresentations regarding a Fund’s financial statements or any facts in the preparation of a Fund’s financial statements, and must comply with all applicable laws, standards, principles, guidelines, rules and regulations in the preparation of the Fund’s financial statements. This section is intended to prohibit:

•

making, or permitting or directing another to make, materially false or misleading entries in a Fund’s financial statements or records;

•

failing to correct a Fund’s financial statements or records that are materially false or misleading when he or she has the authority to record an entry; and

•

signing, or permitting or directing another to sign, a document containing materially false or misleading financial information.

Officers must be scrupulous in their application of generally accepted accounting principles. No Officer may (i) express an opinion or state affirmatively that the financial statements or other financial data of the Trust are presented in conformity with generally accepted accounting principles, or (ii) state that he or she is not aware of any material modifications that should be made to such statements or data in order for them to be in conformity with generally accepted accounting principles, if such statements or data contain any departure from generally accepted accounting principles then in effect in the United States.

Officers must follow the laws, standards, principles, guidelines, rules and regulations established by all applicable governmental bodies, commissions or other regulatory agencies in the preparation of financial statements, records and related information. If an Officer prepares financial statements, records or related information for purposes of reporting to such bodies, commissions or regulatory agencies, the Officer must follow the requirements of such organizations in addition to generally accepted accounting principles.

If an Officer and his or her supervisor have a disagreement or dispute relating to the preparation of financial statements or the recording of transactions, the Officer should take the following steps to ensure that the situation does not constitute an impermissible subordination of judgment:

•

The Officer should consider whether (i) the entry or the failure to record a transaction in the records, or (ii) the financial statement presentation or the nature or omission of disclosure in the financial statements, as proposed by the supervisor, represents the use of an acceptable alternative and does not materially misrepresent the facts or result in an omission of a material fact. If, after appropriate research or consultation, the Officer concludes that the matter has authoritative support and/or does not result in a material misrepresentation, the Officer need do nothing further.

•

If the Officer concludes that the financial statements or records could be materially misstated as a result of the supervisor’s determination, the Officer should follow the reporting procedures set forth in Section 4 of this Code.

Obligations to the Independent Auditor of a Fund

In dealing with a Fund’s independent auditor, Officers must be candid and not knowingly misrepresent facts or knowingly fail to disclose material facts, and must respond to specific inquiries and requests by the Fund’s independent auditor.

Officers must not take any action, or direct any person to take any action, to fraudulently influence, coerce, manipulate or mislead a Fund’s independent auditor in the performance of an audit of the Fund’s financial statements for the purpose of rendering such financial statements materially misleading.

Full, Fair, Accurate, Timely and Understandable Disclosure

It is the Trust’s policy to provide full, fair, accurate, timely, and understandable disclosure in reports and documents that the Trust files with, or submits to, the SEC and in any other public communications by the Trust. The Trust has designed and implemented Disclosure Controls and Procedures to carry out this policy.

Officers are expected to use their best efforts to promote, facilitate, and prepare full, fair, accurate, timely, and understandable disclosure in all reports and documents that the Trust files with, or submits to, the SEC and in any other public communications by the Trust.

Officers must review the Trust’s Disclosure Controls and Procedures to ensure they are aware of and carry out their duties and responsibilities in accordance with the Disclosure Controls and Procedures and the public reporting obligations of the Trust. Officers are responsible for monitoring the integrity and effectiveness of the Trust’s Disclosure Controls and Procedures.

Compliance with Applicable Laws, Rules and Regulations

Officers are expected to know, respect and comply with all laws, rules and regulations applicable to the conduct of the Trust’s business. If an Officer is in doubt about the legality or propriety of an action, business practice or policy, the Officer should seek advice from the Officer’s supervisor or the Trust’s legal counsel.

In the performance of their work, Officers must not knowingly be a party to any illegal activity or engage in acts that are discreditable to the Trust. Officers are expected to promote the Trust’s compliance with applicable laws, rules and regulations. To promote such compliance, Officers may establish and maintain mechanisms to educate employees carrying out the finance and compliance functions of the Trust about any applicable laws, rules or regulations that affect the operation of the finance and compliance functions and the Trust generally.

Reporting of Illegal or Unethical Behavior

Officers should promptly report any conduct or actions by an Officer that do not comply with the law or with this Code. Officers and the Trust shall adhere to the following reporting procedures:

•

Any Officer who questions whether a situation, activity or practice is acceptable must immediately report such practice to the Principal Executive Officer of the Trust (or to an Officer who is the functional equivalent of this position) or to the Trust’s legal counsel. The person receiving the report shall consider the matter and respond to the Officer within a reasonable amount of time.

•

If the Officer is not satisfied with the response of the Principal Executive Officer or counsel, the Officer must report the matter to the Chairman of the Audit Committee. If the Chairman is unavailable, the Officer may report the matter to any other member of the Audit Committee. The person receiving the report shall consider the matter, refer it to the full Audit Committee if he or she deems appropriate, and respond to the Officer within a reasonable amount of time.

•

If, after receiving a response, the Officer concludes that appropriate action was not taken, he or she should consider any responsibility that may exist to

communicate to third parties, such as regulatory authorities or the Fund’s independent auditor. In this matter, the Officer may wish to consult with his or her own legal counsel.

•

The Audit Committee and the Trust will not be responsible for monitoring or enforcing this reporting of violations policy, but rather each Officer is responsible for self-compliance with this reporting of violations policy.

•

To the extent possible and as allowed by law, reports will be treated as confidential.

•

If the Audit Committee determines that an Officer violated this Code, failed to report a known or suspected violation of this Code, or provided intentionally false or malicious information in connection with an alleged violation of this Code, the Trust may take disciplinary action against any such Officer to the extent the Audit Committee deems appropriate. No Officer will be disciplined for reporting a concern in good faith.

•

The Trust and the Audit Committee may report violations of the law to the appropriate authorities.

Accountability and Applicability

All Officers will be held accountable for adherence to this Code. On an annual basis, within 30 days of the beginning of each calendar year, each Officer shall certify in writing his or her receipt, familiarity and commitment to compliance with this Code, by signing the Acknowledgment Form (Exhibit C to this Code).

This Code is applicable to all Officers, regardless of whether such persons are employed by the Trust or a third party. If an Officer is aware of a person who may be considered an Officer as defined by this Code (“Potential Officer”), the Officer should inform legal counsel to the Trust of such Potential Officer so that a determination can be made regarding whether such Potential Officer has completed or should complete an Acknowledgment Form. However, the absence of such a determination will not be deemed to relieve any person of his or her duties under this Code.

Disclosure of this Code

This Code shall be disclosed by at least one of the following methods in the manner prescribed by the SEC, unless otherwise required by law:

•

by filing a copy of the Code with the SEC;

•

by posting the text of the Code on the Trust’s website; or

•

by providing, without charge, a copy of the Code to any person upon request.

Waivers

Any waiver of this Code, including an implicit waiver, that has been granted to an Officer, may be made only by the Board or a committee of the Board to which such responsibility has been delegated, and must be disclosed by the Trust in the manner prescribed by law and as set forth above in Section 6 (Disclosure of this Code).

Amendments

This Code may be amended by the affirmative vote of a majority of the Board. Any amendment of this Code, must be disclosed by the Trust in the manner prescribed by law and as set forth above in Section 6 (Disclosure of this Code), unless such amendment is deemed to be technical, administrative, or otherwise non-substantive. Any amendments to this Code will be provided to the Officers.

Appendix 1-B

IM GLOBAL PARTNER FUND MANAGEMENT, LLC

CODE OF ETHICS

(as amended October 1, 2021)

iM Global Partner Fund Management, LLC (“IMGPFM” or the “Company”), has adopted the policies and procedures set forth in this Code of Ethics (the “Code”).

This Code governs the activities of all of the Company’s Employees (as defined in Section VI.A.1. below). It is important that you understand your reporting obligations under this Code.

If you have any questions regarding this Code, please contact the Chief Compliance Officer.

I.	PURPOSE OF THIS CODE

This Code is intended to promote ethical conduct and to provide guidelines and specific reporting requirements to help ensure the compliance of the Company and its Employees with applicable securities laws and regulations, including the Securities Act of 1933, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended (the “1940 Act”), the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and all other applicable Federal securities laws (as defined in Rule 38a-1 of the 1940 Act). In particular, Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act, require the Company to establish, maintain and enforce a written code of ethics that, at a minimum, sets the standard of business conduct that the Company requires of its Employees, requires Employees to comply with applicable federal securities laws, and sets forth provisions regarding personal securities transactions by Employees.

II.

KEY PRINCIPLES

This Code is based on the following key principles:

•

Each Employee’s duty at all times to place the interests of clients first;

•

The requirement that all personal securities transactions be conducted in such a manner as to be consistent with this Code and to avoid any actual or potential conflict of interest or any abuse of an Employee’s position of trust and responsibility;

•

The principle that Employees should not take inappropriate advantage of their positions;

•

The fiduciary obligation of Employees to protect the confidentiality of clients’ proprietary, sensitive or other confidential information communicated to the Company or its Employees;

•

The principle that Employees will not disclose to any unauthorized individual or entity outside of the Company or remove from the Company’s offices proprietary information.

•

The principle that the Company and each Employee must maintain the highest ethical standards and refrain from engaging in activities that may create actual or apparent conflicts of interest between the interests of the Company or its Employees and the interests of the Company’s clients.

III.

FRAUD

Fraudulent activities by Employees are prohibited. Specifically, any Employee, in connection with the purchase or sale, directly or indirectly, by such Employee of a security held or to be acquired by a Company client, may not:

•

Employ any device, scheme or artifice to defraud the Company’s clients;

•

Make any untrue statement of a material fact to the Company’s clients or omit to state a material fact necessary in order to make the statements made to the Company’s clients, in light of the circumstances under which they are made, not misleading;

•

Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Company’s clients; or

•

Engage in any manipulative practice with respect to the Company’s clients or securities in general.

IV.

INSIDER TRADING

The Company and its Employees are prohibited by law from purchasing or selling any publicly-traded stock, bond, option or other security while in possession of material, nonpublic information (i.e., insider trading).

Insider Trading Defined.

It is against the law to engage in insider trading. The term “insider trading” is generally used to refer to (i) a person’s use of material, nonpublic information in connection with transactions in securities, and (ii) certain communications of material, nonpublic information.

The laws concerning insider trading generally prohibit:

•

The purchase or sale of securities by an insider, while in possession of material, nonpublic information;

•

The purchase or sale of securities by a non-insider, while in possession of material, nonpublic information where the information was disclosed to the non-insider in violation of an insider’s duty to keep the information confidential or was misappropriated; or

•

The communication of material, nonpublic information in violation of a confidentiality obligation where the information leads to a purchase or sale of securities.

1. Who is an Insider? The concept of “insider” is broad. It includes the officers, directors, employees and majority shareholders of a company and may also include, among others, a company’s attorneys, accountants, consultants, investment bankers, commercial bankers and the employees of such organizations. Analysts are usually not considered insiders of the companies that they follow, although if an analyst is given confidential information by a company’s representative in a manner in which the analyst knows or should know to be a breach of that representative’s duties to the company, the analyst may become a temporary insider.

2. What is Material Information? Trading on inside information is not a basis for liability unless the information is “material.” “Material” information is construed broadly and is generally defined as information that a reasonable investor would likely consider important in making his or her investment decision or information that is reasonably certain to have a substantial effect on the price of a company’s securities. Information that should be considered material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems and extraordinary management developments. Material information does not have to relate to a company’s business; it can be significant (but as yet not widely known) market information. For example, a reporter for The Wall Street Journal was found criminally liable for disclosing to others the dates on which reports on various companies would appear in The Wall Street Journal and whether or not those reports would be favorable.

3. What is Nonpublic Information? Information is nonpublic unless it has been effectively communicated to the marketplace. For information to be considered public, one must be able to point to some fact to show that the information has been generally disseminated to the public. For example, information found in a report filed with the SEC or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or another publication of general circulation is considered public. Market rumors are not considered public information.

4. What is “Trading While in Possession of” Material Nonpublic Information? Generally, a purchase or sale of a security is made “while in possession of” material nonpublic information about that security or issuer if the person making the purchase or sale was aware of the material nonpublic information when the person made the purchase of sale.

5. Not Certain if You Have “Inside” Information? If you have any doubts about whether you are in possession of material nonpublic information, consult with the applicable Chief Compliance Officer.

Penalties for Insider Trading.

Penalties for trading on or communicating material, nonpublic information are severe, both for the individuals involved in the unlawful conduct and for their employers, and may include administrative penalties, civil injunctions, disgorgement of profits, jail sentences, and significant fines for the person who committed the violation or for the employer or other controlling person of the person who committed the violation. A person can be subject to some or all of these penalties even if he or she does not personally benefit from the violation.

In addition, any violation of the procedures set forth in this Code can be expected to result in serious sanctions by the Company, including dismissal. See section VIII. D. below for more information on sanctions for violations of this Code.

Policy Statement Regarding Insider Trading.

The Company expects that each of its Employees will obey the law and not trade while in possession of material, nonpublic information. In addition, the Company discourages its Employees from seeking or knowingly obtaining material nonpublic information.

Procedures to Prevent Insider Trading.

Because the Company does not have an investment banking division or affiliate and generally prohibits its Employees from serving as an officer or director of a company having publicly traded securities, the Company does not anticipate that its Employees will routinely be in receipt of material, nonpublic information. However, such persons may from time to time receive such information. If any such person receives any information which may constitute such material, nonpublic information, such Employee (i) should not buy or sell any securities (including options or other securities convertible into or exchangeable for such securities) for a personal account or a client account, (ii) should not communicate such information to any other person (other than the Chief Compliance Officer), and (iii) should discuss promptly such information with the Chief Compliance Officer. Under no circumstances should such information be shared with any persons not employed by the Company, including family members or friends. Each Employee contacting an issuer or analyst should (i) identify himself as associated with the Company, (ii) identify the Company as an investment management firm, and, (iii) after the conversation, make a memorandum memorializing the conversation with the issuer or analyst (including the beginning of the conversation where the Employee identified himself or herself as associated with the Company). Once such material, nonpublic information becomes public, the Employee may trade in securities in accordance with this Code.

V.	OTHER CONFIDENTIAL INFORMATION

Confidential Information Defined.

Even if the Company and its Employees do not routinely receive material, nonpublic information (i.e., “inside information”), the Company or its Employees may receive such information or other sensitive or confidential information from or about the Company’s clients, and the Company’s Employees will receive confidential or sensitive information about the Company’s affairs. Such confidential information may include, among other things:

•

Names and addresses of clients (e.g., “client lists”).

•

Financial or other information about the client, such as the client’s financial condition or the specific securities held in a specific client’s portfolio.

•

The names of the securities being purchased or sold, or being considered for purchase or sale, for any client’s account.

•

Any client or Company information privately given to an Employee that, if publicly known, would be likely to (i) affect the price of any security in the portfolio of any client of the Company or (ii) embarrass or harm the client or the Company.

Given the breadth of the above, all information that an Employee obtains through the Company should be considered confidential information unless it is specifically known to be available to the public.

Policy Statement Regarding Use and Treatment of Confidential Information.

All confidential information, whatever the source, may be used only in the discharge of the Employee’s duties with the Company. Confidential information may not be used for any personal purpose, including the purchase or sale of securities for a personal account. No Employee may use any confidential information in any manner that adversely affects the Company or its clients. All confidential information is to be treated as the secret, proprietary and confidential data of the Company.

Procedures Regarding Use and Treatment of Confidential Information.

The Company encourages each of its Employees to be aware of, and sensitive to, such Employee’s treatment of confidential information. The Company has also adopted a Privacy Policy which also sets forth policies and procedures regarding maintaining the privacy of its consumers and customers’ personal financial information. Each Employee must take the following precautions:

•

Employees must not discuss confidential information unless necessary as part of his or her duties and responsibilities with the Company.

•

Precautions must be taken to avoid storing confidential information in plain view in public areas of the Company’s facilities, including reception areas, conference rooms and kitchens, and Employees must remove confidential information from areas where third parties may inadvertently see it. Confidential information should, whenever reasonably feasible, be stored in locked or otherwise physically secure locations.

•

Under no circumstances may confidential information be shared with any person, including any spouse or other family member, who is not a manager, member, officer, director, or employee of the Company.

•

Employees must return all confidential information upon their separation from the Company.

VI.

PROPRIETARY INFORMATION

Proprietary Information Defined.

Confidential and Proprietary information includes, but is not limited to, the following examples:

•

Any knowledge or information with respect to the Company’s business activities, methods, or financial condition

•

Professional contacts

•

Customer, client, subscriber, employee and vendor lists

•

Customer, client or subscriber preferences

•

Company-developed proprietary processes and procedures

•

Company-developed software, software code, and Company-developed proprietary software applications using third-party software platforms

•

Labor relations strategies

•

Marketing strategies

•

Market research

•

Pending projects and proposals

Policy Statement Regarding Use and Treatment of Proprietary Information.

The Employee recognizes that the confidentiality of proprietary information is a matter of great concern to the Company. All employees may be required to sign a non-disclosure agreement as a condition of employment. Whether or not such a separate non-disclosure agreement is signed, the Employee agrees that he or she will not disclose to any individual or entity outside the Company any proprietary information of the Company, except to individuals who have a specific “need to know” due to their contractual or other business relationship to the Company, and that

he or she will not use such proprietary information other than for the benefit of the Company. Employees are prohibited from using proprietary information to solicit Company clients for any purpose other than Company business.

Procedures Regarding Use and Treatment of Proprietary Information.

The Company encourages each Employee to be aware of, and sensitive to, such Employee’s treatment of proprietary information. The Employee understands and agrees that all files, records, papers, memoranda, letters, handbooks and manuals, facsimile or other communications which he or she obtains that were written, authorized, signed, received or transmitted during his or her employment are and remain the property of the Company and, as such, are not to be removed from the Company’s offices except for the purpose of business activity on behalf of the Company. Upon termination of employment, Employee will promptly deliver to the Company any such materials that may then be in his or her possession.

VII.

TRADING FOR PERSONAL SECURITIES ACCOUNTS

The Company and its Employees owe a fiduciary obligation to the Company’s clients. The Company and such persons, therefore, must avoid actual and apparent conflicts of interest with the Company’s clients. In any situation where the potential for conflict exists, the client’s interest must take precedence over personal interests. If there is any doubt, resolve the matter in the client’s favor and confer with the Chief Compliance Officer.

If both an Employee and a client of the Company are engaging in transactions involving a Reportable Security (as defined below), an actual or apparent conflict of interest could arise. In those cases, transactions for client accounts must take precedence over transactions for Personal Accounts (all, as defined below) and personal transactions that create an actual or apparent conflict must be avoided.

Employees must not implement any securities transactions for a client without having disclosed any material beneficial ownership, business or personal relationship, or other material interest in the issuer or its affiliates to the Chief Compliance Officer. If the Chief Compliance Officer deems the disclosed interest to present a material conflict, the Employee may not participate in any decision-making process regarding the securities of that issuer.

Key Definitions.

1. Employee. The term “Employee” as used in this Code includes all managers, members, officers, directors and employees of the Company as well as spouses, domestic partners and dependents. “Employee” also includes long-term temporaries and on-site consultants.

2. Access Persons. “Access Person” means any Employee who, in connection with his or her regular functions or duties, makes, participates in, or obtains

information regarding, the purchase or sale of Reportable Securities or whose function relates to the making of any recommendations with respect to such purchases or sales. Currently, all Employees are treated as Access Persons.

3. Fund Access Persons. “Fund Access Person” means any Access Person who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of Reportable Securities held by any of the series (i.e., funds) of the Litman Gregory Funds Trust, or whose function relates to the making of any recommendations with respect to such purchases or sales, or who regularly receives material non-public information regarding the Litman Gregory Funds Trust. The Chief Compliance Officer of IMGPFM maintains the list of Fund Access Persons.

4. Personal Account. The “Personal Account” of an Employee shall include each and every account (other than an account for the benefit of any of the Company’s clients) for which such Employee influences or controls investment decisions. Personal Account includes self-directed retirement and employee benefit accounts. An account for the benefit of any of the following will be presumed to be a “Personal Account” unless the Company and the Employee otherwise agree in writing:

•

An Employee.

•

The spouse or domestic partner of an Employee.

•

Any child under the age of 22 of an Employee, whether or not residing with the Employee.

•

Any other immediate family member of an Employee residing in the same household with the Employee. An immediate family member includes a child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in law and also includes adoptive relationships.

•

Any other account in which an Employee has a beneficial interest (for example, an account for a trust, estate, partnership or closely held corporation in which the Employee has a beneficial interest).

Exception. If an Employee certifies in writing to the Chief Compliance Officer that (i) the certifying Employee does not influence the investment decisions for any specified account of such spouse, domestic partner, child or dependent person, and (ii) the person or persons making the investment decisions for such account do not make such decisions, in whole or in part, based upon information that the certifying Employee has provided, the Chief Compliance Officer may, in his or her discretion, determine that such an account is not an Employee’s “personal account.”

Other Exceptions. Special policies apply when trading in an Employee’s Personal Account is handled by someone other than the Employee. In situations where a

third party exercises complete investment discretion in managing an Employee’s Personal Account, pre-clearance for reportable securities is not required. If the Employee has any role in the managing of the account, however, this exception does not apply. In any event, securities held or traded for these accounts must be included in the Employee’s quarterly and annual reports described in Section E, below.

In order to fit within the exception regarding accounts for which the Employee has no investment discretion, the following is required: (a) a written verification by the Employee, and (b) a written verification by a third party involved in the management of the account. In all cases, whether to grant the exception is in the discretion of the Chief Compliance Officer.

5. Reportable Securities. “Reportable Securities” are those securities for which quarterly transaction reports must be filed. Reportable Securities are all securities included in the definition of “Security” in the Advisers Act and the 1940 Act (with the exceptions below) and include any (a) equity or debt instrument traded on an exchange (including foreign securities exchanges), through NASDAQ or through the “pink sheets,” over-the-counter or on any public market, (b) options to purchase or sell such equity or debt instrument, (c) warrants and rights with respect to such securities, (d) municipal bonds, (e) index stock or bond group options that include such equity or debt instrument, (f) limited offerings or private offerings, and (g) shares of mutual funds managed by the Company (i.e., the Affiliated Funds); provided that Reportable Securities shall not include securities issued by the Government of the United States, banker acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, futures contracts on stock or bond groups that include such equity or debt instruments, any option on such future contracts and shares of open-end mutual funds (other than the Affiliated Funds). For the avoidance of doubt, exchange-traded funds and closed-end registered investment companies are reportable securities.

6. Restricted & Watch List Securities. “Restricted & Watch List Securities” are those securities included on a list (the “Restricted & Watch List List”) posted by the the Company Wealth Management, LLC (“LGWM”) and IMGPFM Chief Compliance Officers on the compliance and employee trade monitoring system accessible to all Employees.

Policy Statement Regarding Trading for Personal Accounts.

The Company recognizes that the personal investment transactions of its Employees demand the application of a strict code of ethics. Consequently, the Company requires that all personal investment transactions be carried out in a manner that will not endanger the interest of any client or create any apparent or actual conflict of interest between the Company or its Employees, on the one hand, and the client, on the other hand. Therefore, the Company has adopted the procedures set forth below.

Designated Brokerage Policy

The Company requires its Employees to hold their Personal Accounts at Charles Schwab, Fidelity Investments or TD Ameritrade. Employee acknowledges that these designated brokers

will provide daily electronic data feeds, which include Personal Account transactions and holdings, into the compliance and employee trade monitoring system. Employees are required to transfer their Personal Accounts to one of the designated brokers listed within 45 days of employment. Note: employees are responsible for notifying Compliance via the compliance and employee trade monitoring system whenever opening and/or terminating Personal accounts.

Exception. Exception to this policy will be considered for certain account types. In order to request an account type exception a written request by the Employee to the Chief Compliance Officer is required. In all cases, whether to grant the exception is in the discretion of the Chief Compliance Officer.

Procedures Regarding Trading for Personal Accounts.

1. Trading Procedures. The following procedures must be followed by Employees before buying or selling securities for a Personal Account, provided that such procedures shall not be required with respect to (a) a purchase or sale of a Reportable or Watch List or Restricted List Security for a Personal Account where such purchase or sale is non-volitional on the part of the Personal Account (e.g., a sale in connection with a court order) or (b) a purchase of a Reportable or Watch List or Restricted List Security where such purchase is part of an automatic dividend reinvestment plan, or (c) trading in mutual funds other than affiliated funds.

Any Employee wishing to buy or sell any Reportable Security, for any Personal Account must first obtain approval for such purchase or sale from the Chief Compliance Officer or his or her delegate. A form of such pre-clearance request is accessible through the compliance and employee trade monitoring system accessible to all Employees.

2. Confirm that Employee Is Not in Receipt of Inside Information. Each Employee wishing to buy or sell a security for a Personal Account should first confirm that he or she is not in receipt of any inside information that would materially affect the price of that security.

i. Confirm that the Trade is Not an Opportunity That Should Be Offered to Company Clients. Employees are not to make a trade if the Employee has reason to believe that the trade should first be offered to the Company’s clients, such as the situation where a client may be eligible for a “limited availability” investment opportunity offered to an Employee. If you have any doubt, confer with the Chief Compliance Officer.

ii. Obtain Pre-Clearance for IPOs or Private Placement Securities. Access Persons wishing to buy any security in an initial public offering (“IPO”) must first obtain approval for such transaction from the Chief Compliance Officer through the compliance and employee trade monitoring system accessible to all Employees. Access Persons wishing to buy/sell a limited offering (private placement) for any Personal Account must first obtain approval for such transaction from the Chief Compliance Officer or his or her delegate through the compliance and employee trade monitoring system accessible to all Employees.

iii. Obtain Pre-Clearance for Reportable Securities Traded Market on Close. All Employees are required to seek pre-clearance prior to effecting a

transaction. The employee must do the following through the compliance and employee trade monitoring system:

•

Indicate on the pre-clearance request form, that the transaction is a “market-on-close” (“MOC”) execution. A market-on-close order is a non-limit market order that is executed as close to the end of the market day as possible (12:30-1:00pm Pacific). Approval will be given for all MOC trade requests. Approval for the requested transaction shall only be valid for transactions conducted on the day on which the approval is granted unless specifically noted by the Approver.

•

Employees seeking to submit orders MOC in accordance with this paragraph are advised that a series or cluster of orders in thin end-of-day trading can result in poor execution.

iv. Obtain Pre-Clearance for Cryptocurrencies, Initial Coin Officers, Token and Other Digital Assets. Employees wishing to transact in decentralized virtual currency or cyryptocurrency platforms may do so without prior approval from the Chief Compliance Officer. Meaning, an Employee seeking to acquire, for example, Bitcoin or Ether on an exchange using a flat currency (e.g., USD, EUR, GBP) are not required to obtain prior approval or report the transaction or holding. However, Employees should refer to the Designated Broker policy as cryptocurrency is not typically held in the approved brokerage accounts and a Designated Broker Exception request will need to be submitted. If an Employee seeks to participate in an initial coin offering (ICO) or investment (virtual or otherwise) with a profits interest contingent on the management efforts of other, Employees are required to submit a prior approval request to the Chief Compliance Officer.

3. Obtaining Pre-clearance. Pre-clearance of a personal transaction in a Security required to be approved pursuant to Section IV above must be obtained from the appropriately defined Chief Compliance Officer, or his/her designee.

An Access Person may pre-clear trades only in cases where such person has a present intention to effect a transaction in the Security for which pre-clearance is sought. It is not appropriate for an Access Person to obtain a general or open-ended pre clearance to cover the eventuality that he or she may buy or sell a Security at some future time depending upon market developments. Consistent with the foregoing, an Access Person may not simultaneously request pre clearance to buy and sell the same Security.

ii.

Pre-clearance of a trade shall be valid and in effect only for the day for which it is given; provided, however, that a pre-clearance expires upon the Access Person becoming aware of facts or circumstances that would prevent a proposed trade from being pre-cleared were such facts or circumstances made known to a Clearing Officer. All pre-clearance requests should be submitted before 2:00 PM EST to give the clearing officer sufficient time to ensure there are no large subscriptions or redemptions of outside capital that would improperly benefit the supervised person making the request. Accordingly, if an Access Person

becomes aware of new or changed facts or circumstances that give rise to a question as to whether pre-clearance could be obtained if a Clearing Officer was aware of such facts or circumstances, the Access Person shall be required to so advise a Clearing Officer before proceeding with such transaction.

iii.

The Clearing Officer has discretion to either extend or lessen the time period that pre-clearance is valid.

4. Exceptions and Waivers. In appropriate circumstances (e.g., financial need, extreme market conditions, unexpected corporate developments, discovery of inadvertent violation), the Chief Compliance Officer may grant an exception or waiver to permit specifically requested trading. A memorandum describing the scope of circumstances of any such waiver/exception shall be created and maintained in the Employee’s files and part of the Company’s books and records.

5. Prohibition on Short-Term Trading of PartnerSelect Funds. Shares of registered, open-end mutual funds or exchange-traded funds (“ETFs”) that are managed by Registered Investment Advisors partially or wholly owned by iM Global Partner SAS (“Selling Partner Funds” or “Affiliated Funds”) must be held for a minimum of 30 calendar days after the date of purchase. However, the Chief Compliance Officer, or his/her designee may waive these requirements in his or her discretion in the event of an extraordinary circumstance.

Reports and Affirmations of Personal Transactions and Securities Ownership.

1. Submission of Reports and Affirmations. In order for the Company to monitor compliance with its insider trading and conflict of interest policies and procedures, each Employee shall submit the reports and affirmations listed below using the compliance and employee trade monitoring system. Each Employee must submit and acknowledge the report certifying the completeness and accuracy of the information included therein and certifying certain other matters. The reports contain important acknowledgments.

i. An “Initial Holdings Report” for all securities in each of his or her Personal Accounts. The report shall be submitted to the Chief Compliance Officer within 10 calendar days following the first day of employment with the Company, current as of a date no more than 45 days prior to the date of his or her employment using the compliance and employee trade monitoring system. If the tenth day is not a work day, then the report must be submitted earlier.

ii. A “Quarterly Transactions Affirmation” for all trades in Reportable Securities in each of his or her Personal Accounts. The report shall be submitted to the Chief Compliance Officer within 30 calendar days following the end of each calendar quarter regardless of whether any trading activity took place in that account during the quarter using the compliance and employee trade monitoring system. If the thirtieth day is not a work day, then the report must be submitted earlier.

If the Personal Account is an approved exception to the Designated Brokerage Policy, copies of the account statements and trade confirmations must be submitted to Compliance via file attachments in the compliance and employee trade monitoring system within 30 calendar days following the end of each calendar quarter regardless of whether any trading activity took place in that account during the quarter. In addition, the report must include a certification that all trades in Reportable Securities in the Employee’s Personal Accounts during the calendar quarter are covered by such account statements.

iii. An “Annual Holdings Report” for all securities in each of his or her Personal Accounts. The report shall be submitted to the Chief Compliance Officer within 30 calendar days following the end of the calendar year, with information current as of a date no more than 45 days prior to the date the Annual Holdings Report is submitted using the compliance and employee trade monitoring system. If the thirtieth day is not a work day, then the report must be submitted earlier.

If the Personal Account is an approved exception to the Designated Brokerage Policy, copies of the account statements must be submitted to Compliance via file attachments in the compliance and employee trade monitoring system within 30 calendar days following the end of each calendar year regardless of whether any trading activity took place in that account during the quarter. In addition, the report must include a certification that all trades in Reportable Securities in the Employee’s Personal Accounts during the reporting period are covered by such account statements.

2. Review and Retention of Reports. The Chief Compliance Officer or his or her designee shall promptly review each Initial Holdings Report, Quarterly Personal Transaction Report and Annual Holdings Report Quarterly, to determine whether any violations of the Company’s policies or of the applicable securities laws took place. The Company shall retain the Reports required by this Code as part of the books and records required by the Advisers Act and the rules promulgated thereunder.

VIII. OTHER BUSINESS CONDUCT

Restrictions on Public Company Directorships.

Access Persons are prohibited from serving on the boards of directors of publicly traded companies if, in the written determination of the Chief Compliance Officer, such service is inconsistent with the interests of any client, including the Trust. If the Chief Compliance Officer has approved such service by an Access Person, that Access Person shall be isolated through informational barrier procedures from persons making investment decisions with respect to such issuer.

Restrictions on Gifts and Entertainment.

1. General Policy Statement. A conflict of interest occurs when the personal interests of Employees interfere or could potentially interfere with their responsibilities to the Company and its clients. The overriding principle is that Employees should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm.

Similarly, Employees should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the firm or the supervised person.

2. De minimis gifts and entertainment. All gifts or benefits (such as a gift of a service) from or given to any client, broker/dealer, money manager, or others who transact business with the Company should be reported to the Chief Compliance Officer using the compliance and employee trade monitoring system. Any gift received or given by an employee that has a total value in excess of $100.00 may not be accepted or disbursed unless approved by the Chief Compliance Officer or his or her delegate. Unrequested promotional gifts below $25 in value do not need to be reported. Gifts of cash may never be accepted or disbursed by an Employee.

3. Charitable Gifting. Employees may receive requests for charitable gifts from or directly related to a client or business relationship. The amount of the charitable gift should never be based upon the level of actual or anticipated business provided by the client or business relationship soliciting a gift. Types of charitable gift recipients include, but are not limited to, all types of charitable organizations, fund raising campaigns, endowments, foundations, etc. The client or business relationship may or may not have direct ties to the recipient of the gift. However, the person requesting a charitable gift should not derive any economic or tangible personal benefit from the gift. This policy applies to charitable gifts made by the Company and those made by Employees of the Company to a client or business relationship. Charitable gifts by the Company or an Employee to the same recipient are limited to not more than $1,000 per gift, and not exceeding two gifts per calendar year, (i.e. not exceeding a total of $2,000 per year). Any Employee seeking to make a gift in excess of these guidelines is required to first seek pre-clearance from the Chief Compliance Officer or his or her delegate. Any such charitable gift should be reported to the Chief Compliance Officer.

This policy is not intended to regulate charitable gifting by an Employee that is unrelated to the Company’s business or client relationships. This policy is not intended to apply to expenses that are determined to be primarily marketing related that may also benefit a charity (such as placement of an ad in a charity brochure that is distributed to a large audience). This policy does not apply to an Employee’s personal political contributions. See Section XVII Pay-to-Play of the Compliance Manual for more details regarding political contributions. This policy does not include personal gifts that may have a charitable beneficiary component if such gifts aren’t excessive and so frequent as to cause the appearance of a conflict of interest. Personal gifts of this nature are typically received based on pre-existing personal relationships in recognition of some life event, such as a birthday, anniversary, etc. These types of personal gifts are not given by the Company.

4. FCPA Considerations. The Foreign Corrupt Practices Act (“FCPA”) prohibits, under threat of imprisonment, any officer, agent or Employee of the Company from directly or indirectly paying or giving, offering or promising to pay, giving or authorizing or approving such offer or payment, of any funds, gifts, services or anything else of any value, no matter how small or seemingly insignificant (i) to any foreign official or other person specified below (each, a “Foreign Covered Person”), for the purpose of obtaining business, favorable treatment or other commercial benefits, whether by (a) influencing any act or decision of the Foreign Covered Person in his official capacity, (b) inducing the Foreign Covered Person to do or not do any act in violation of his lawful duty; or (c) inducing the Foreign Covered Person to use his influence to that end with a foreign government or instrumentality; or (ii) with any other agent, intermediary (including, for example, a Foreign Covered Person’s friend, relative, business or law firm) or other person while knowing that all or a portion thereof will directly or indirectly be forwarded to a Foreign Covered Person for such purpose. (Note: Not actually “knowing”, willfully avoiding or disregarding all facts, hints or clues is not a defense.)

A. Foreign Covered Person. A “Foreign Covered Person” for this purpose is any foreign official including, without limitation, any officer or employee of any foreign government or any governmental department, agency or instrumentality (e.g., a central bank) or any government-owned or controlled enterprise (e.g., sovereign wealth fund) or any person acting in an official capacity for or on behalf of any such government, department, agency, instrumentality or enterprise). It also includes any foreign political party, party official or candidate for political office. Foreign for this purpose means outside of the United States.

B. Exemptions. There are certain exemptions to the broad prohibitions set forth above. However, these exemptions are very precise and must be discussed with the CCO before they can be invoked. No Employee is to discuss or consider any proscribed activity outlined above without the prior approval of the CCO.

C. Pre-Clearance. No Employee may engage in any activity that would violate the FCPA without the prior approval of the CCO. If an activity would render an analysis of the FCPA to determine whether it would violate the FCPA, such activity must be presented to the CCO to conduct an analysis and for final approval.

IX.

WHISTLEBLOWER POLICY

General Policy

The Company requires Directors, Officers and Employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. All Employees and representatives of the Company, must practice honesty and integrity and comply with all applicable laws and regulations.

Reporting Responsibility

This Whistleblower Policy is intended to encourage and enable Employees and others to raise serious concerns internally so that the Company can address and correct inappropriate conduct and actions. It is the responsibility of all Directors, Officers, and Employees to report concerns about violations of the Company’s code of ethics or suspected violations of law or regulations that govern the Company’s operations.

No Retaliation

It is contrary to the values of the Company for anyone to retaliate against any Director, Officer, or Employee who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of the Company. An Employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.

Reporting Procedure

Acting in Good Faith

Confidentiality

Handling of Reported Violations

The Company’s Chief Compliance Officer or his/her designee will notify the person who submitted a complaint and acknowledge receipt of the reported violation or suspected violation.

All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.

X.	MISCELLANEOUS

Importance of Adherence to Code.

It is very important that all Employees adhere strictly to this Code of Ethics. Any violations of such policies and procedures may result in serious sanctions, including dismissal from the Company. Trading violations may also result in disgorgement of profits. See section VIII. D. for more information on sanctions for violations of this Code.

IMGPFM Reporting

On at least an annual basis, the IMGPFM Chief Compliance Officer shall prepare a written report describing any issues arising under the Code, including information about any material Code violations by Access Persons and any sanctions imposed due to such violations, and submit the information for review by the board of trustees of the Litman Gregory Funds Trust. On an annual basis, IMGPFM shall certify to the Board of Trustees of the Litman Gregory Funds Trust that it has adopted procedures reasonably necessary to prevent its Access Persons from violating the Code of Ethics.

Annual Circulation/Certification of Receipt of Code and Amendments.

This Code shall be circulated at least annually to all Employees, and at least annually, each Employee shall be asked to certify in writing pursuant to the form attached hereto that he or she has received and followed the Code. Each Employee will also be asked to certify to the receipt of any amendments to the Code circulated during the year.

Sanctions

Violations of this Code will result in sanctions, to be determined by a committee composed of the Chief Compliance Officers and the Deputy Chief Executive Officer – US Chief Operating Officer & Head of Distributions of the Company. Sanctions will be determined based on the frequency and the severity of the violation, and may include:

•

The applicable Employee meeting with the Chief Compliance Officer and/or the Deputy Chief Executive Officer – US Chief Operating Officer & Head of Distributions to review this Code and discuss the nature and extent of the violation;

•

The violation will be recorded in the Company’s compliance books and records;

•

The applicable Employee may be required to attend and provide evidence of satisfactory completion of compliance training courses;

•

The applicable Employee may be required to immediately sell any security purchased in violation of Section VI above;

•

The applicable Employee may be subject to a fine and/or disgorgement of any profits earned on the purchase or sale of any security in violation of Section VI above, or the personal absorption of any loss on the sale of such security;

•

The applicable Employee may be suspended without pay for a period of time to be determined by the committee; and/or

•

The offending employee’s employment at the Company may be terminated.

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Sponsor

Guggenheim Partners Investment Management, LLC

Chief Compliance Officer

Owner

GPIM Director of Policies & Procedures

Contact

[email protected]

Effective Date

August 25, 2021

By receiving, reading or reviewing this Code of Ethics (the “Code”) in whole or in part, you agree to the following terms and conditions:

The Code and all of its contents are the proprietary and confidential property of Guggenheim Partners Investment Management, LLC and its affiliated entities (“Guggenheim”), and may not be used by any other person, firm or individual and may not be redistributed except with the written permission of Guggenheim.

It is being provided to you in connection with the conduct of due diligence and for no other purpose or use.

IT MAY NOT BE REPRODUCED OR REDISTRIBUTED; IS NOT INTENDED AS A DISCLOSURE OF ANY SORT; IT MAY BE CHANGED AT ANY TIME IN ANY MANNER WITHOUT THE CONSENT OF ANY PERSON AND WITHOUT NOTICE, IN THE SOLE DISCRETION OF GUGGENHEIM; THERE IS NO COMMITMENT TO FOLLOW ANY PROCESS OR PROVISIONS DESCRIBED IN THIS CODE OTHER THAN THOSE SPECIFICALLY REQUIRED BY APPLICABLE LAW, RULES OR REGULATIONS; GUGGENHEIM MAY, IN ITS DISCRETION, DEVIATE FROM THE PROCESSES AND PROVISIONS DESCRIBED IN THIS CODE AT ANY TIME, INCLUDING WITHOUT LIMITATION, WHERE GUGGENHEIM DETERMINES THAT SUCH A DEVIATION IS PERMISSIBLE, NECESSARY, APPROPRIATE AND/OR DESIRABLE.

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Table of Contents

1.	Objectives of the Code of Ethics		3

2.	Who is Subject to the Code?		3

3.	Who Administers the Code?		4

	3.1.	Chief Compliance Officer	4

	3.2.	Code of Ethics Compliance Platform	5

4.	Fiduciary Duty to Clients		6

	4.1.	Managing Conflicts	6

	4.2.	Confidentiality and Safeguarding Information	6

	4.3.	Prohibition on Front Running	7

	4.4.	Compliance with the Code of Ethics	7

5.	Reporting of Personal Trading		7

	5.1.	Which Investment Accounts Do Access Persons Need to Report?	7

	5.2.	Required Initial Holdings Reports and Certifications	10

	5.3.	Required Quarterly Transaction Reports	10

	5.4.	Annual Holdings Reports and Certifications	12

6.	Pre-clearance for Personal Trading		12

	6.1.	Trades Requiring Pre-Clearance	13

	6.2.	Trades Not Requiring Pre-Clearance	14

	6.3.	Prohibited Transactions	15

7.	Trading Restrictions		16

	7.1.	For All Trading	16

	7.2.	Excessive Trading in Reportable Accounts	17

	7.3.	Holding Period – Thirty-Day Prohibition on Buying/Selling Covered Securities	17

	7.4.	Section 16 Reporting for Certain Closed-End Mutual Funds	18

8.	Annual Review		18

9.	Retention of Records		18

10.	Sanctions		19

11.	Interpretations and Exceptions		19

12.	Appendix A – Reference Guide for Covered Security Pre-Clearance and Reporting Requirements		20

13.	Appendix B – Option Trading Pre-Clearance Requirements		21

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1.	Objectives of the Code of Ethics

Guggenheim Partners Investment Management, LLC (“GPIM” or the “Advisor”), its subsidiaries and affiliated investment advisers are committed to conducting our investment advisory business with the highest legal and ethical standards. We aim to uphold our reputation of integrity and professionalism in the furtherance of the interests of our clients and in a manner that is consistent with all applicable laws, rules and regulations. This reputation is a vital business asset and has generated the trust and confidence of GPIM’s clients.

Accordingly, the Advisor has adopted this Code of Ethics (the “Code”) to effectuate the purposes and objectives of Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and in accordance with industry best practices. All persons associated with the Advisor are responsible for knowing and understanding the policies and guidelines contained in the Code. Our conduct should reflect GPIM’s values, demonstrate ethical leadership, and promote a work environment that upholds our reputation for integrity, ethical conduct and trust. The Code sets forth the general principles and standards of conduct expected from you. It cannot and is not intended to cover every scenario or circumstances under which you may face business and personal conflicts. Technical compliance is not enough and you are expected to comply with the spirit of the Code.

The GPIM Compliance Department monitors, surveils and escalates to the business when appropriate. The GPIM Chief Compliance Officer (“CCO”) and GPIM Compliance Department should be contacted for advice and recommendations as to compliance with regulatory requirements, the Code and together with the GPIM Compliance Manual (“Manual”), the Compliance Program. However, the business has primary authority and control over the investment activities and operation of GPIM and for managing employees. Access Persons should contact Guggenheim Partners’ Central Compliance – Employee Activities Group (“Central Compliance”) with any questions on employee trading and activities.

2.	Who is Subject to the Code?

As a condition of employment, all individual employees, officers, principals, partners and directors of GPIM (generally referred to as “Employees”) are required to comply with the Code. In addition, the following categories of persons are considered to be Access Persons and are required to comply with the Code together with Employees. “Access Person”¹ includes any:

Employee, Director, officer, manager, principal and partner of the Advisor (or other persons occupying a similar status or performing similar functions), or other person who provides advice on behalf of the Advisor or is subject to the Advisor’s supervision and control; or

¹	This includes any arrangement where the Access Person serves as an agent, executor, trustee or in another capacity.


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Any person who:

Has access to nonpublic information regarding any of the Advisor’s client’s purchases or sales of securities, or nonpublic information regarding the portfolio holdings of any client account the Advisor or their affiliates manage, or any fund which is advised or sub- advised by the Advisor (or certain affiliates, where applicable);

ii.

Makes recommendations or investment decisions on behalf of the Advisor;

iii.

Has the power to exercise a controlling influence over the management and policies of the Advisor, or over investment decisions, who obtains information concerning recommendations made to a client account with regard to the purchase or sale of a security;

iv.

The CCO shall determine on a case-by-case basis whether a temporary employee (e.g., consultant or intern) should be considered an Access Person. Such determination shall be made based upon an application of the criteria provided above, whether an appropriate confidentiality agreement is in place, and such other information as may be necessary to ensure that proprietary information is protected. As such, temporary employees may only be subject to certain sections of the Code, such as certifying to it, or may be exempt from certain reporting requirements such as not having to hold their reportable accounts at the permitted broker-dealers; or

Any person deemed to be an Access Person by the CCO.

3.	Who Administers the Code?

3.1.

Chief Compliance Officer

3.1.1.

Responsibilities

The Advisor’s Compliance Department (the “GPIM Compliance Department”) is responsible for administering the Code of Ethics under the auspices and responsibility of the CCO and the Advisor’s senior management. The CCO will delegate appropriate responsibilities to designated members of the GPIM Compliance Department. Central Compliance administers certain sections of the Code of Ethics pertaining to Employee activities.²

3.1.2.

Reporting of Violations

If an Access Person becomes aware of a violation of the Code, the Access Person has an obligation to report the matter promptly to the CCO.

As has been the Advisor’s ongoing policy, nothing in this Code, any agreement between the Advisor and its employees, or any Advisor policy or program, prohibits or restricts any person in any way from reporting possible violations of law or

²	Central Compliance – Employee Activities Group can be contacted at: [email protected]


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regulation to any governmental agency or entity, or otherwise prevents anyone from participating, assisting, or testifying in any proceeding or investigation by any such agency or entity or from making other disclosures that are protected and/or permitted under law or regulation. For more information, please refer to the Guggenheim Capital, LLC Code of Conduct, available on OneGuggenheim.

3.1.3.

Review of Violations

The GPIM Compliance Department will review all violations of the Code and oversee any appropriate investigation and subsequent response. As the designee of senior management, the CCO shall have the right to make final and binding interpretations of the Code and may grant, using his/her discretion, exceptions to certain of the Code’s requirements and restrictions.

•

No Employee, who in good faith reports a violation of the Code, shall suffer harassment, retaliation or with respect to a report concerning a violation by another Employee, adverse employment consequences.

•

An Employee who retaliates against someone who has reported a violation in good faith may be subject to disciplinary action. Alternatively, the Advisor will treat any malicious or knowingly false report of a violation to be a serious offense and may discipline the Employee making such a report.

3.1.4.

Review of CCO Compliance with Code

A member of senior management of the Advisor or any other person designated (e.g., a member of the Legal Department or the Global Head of Compliance or his/her designee), who may or may not be an Employee of the Advisor, is responsible for reviewing the CCO’s personal trading reports and Code certifications required under the Code. If the CCO is in violation of the Code, senior management will impose the appropriate sanction(s).

3.1.5.

Employee Cooperation

Employees are encouraged to share questions, concerns, suggestions or complaints with the GPIM Compliance Department. Reports of violations or suspected violations will be kept confidential to the extent possible, but consistent with the need to conduct an adequate investigation.

3.2.

Code of Ethics Compliance Platform

3.2.1.

Use of Compliance Platform

The Advisor utilizes an electronic Compliance Platform, to manage the Code’s reporting and certification obligations. Access Persons are required to use the Compliance Platform, to the extent practical.

•

Code reporting requirements are to be completed through the Compliance Platform (including certifications, personal securities transactions covered by the


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Code, disciplinary disclosures, outside business affiliations, private transactions, board memberships, and gifts and entertainment) or through an alternate manner approved by the GPIM Compliance Department.

•

At the time of designation as an Access Person, Central Compliance will provide all Access Persons with login information and instructions for using the Compliance Platform.

3.2.2.

Electronic Reporting

Quarterly personal securities transaction reporting and annual holdings reporting will be completed electronically, to the extent practical. In order for duplicate brokerage statements to be sent directly to the Compliance Platform or for electronic feeds to be established, Access Persons may need to provide appropriate authorization to their brokers.

3.2.3.

Exceptions to Electronic Reporting

On a case by case basis and at the discretion of Central Compliance, paper reports and certifications may be accepted in lieu of electronic reporting on the Compliance Platform.

4.	Fiduciary Duty to Clients

4.1.

Managing Conflicts

Access Persons owe a fiduciary duty to clients and have an obligation to act in their clients’ best interests. Access Persons must scrupulously avoid serving personal or conflicted interests ahead of the interests of clients. Conflicts and potential conflicts can arise in a variety of situations. All Access Persons must also seek to identify and appropriately address potential conflicts between and among client accounts as well. One client’s interests may not be favored over the interests of another. The Manual, available via OneGuggenheim, includes the Private Transactions Conflicts of Interests Review Policy that provides additional guidance and procedures for addressing potential conflicts within a business transaction context.

4.2.

Confidentiality and Safeguarding Information

Unless permitted in writing prior to disclosure, information regarding clients or their accounts may not be shared with persons outside of the Advisor, such as vendors, family members, or market participants. In particular, information regarding the trading intentions of clients or the Advisor on behalf of its clients may not be shared. Access Persons may have information regarding clients, their investment strategies, strategic plans, assets, holdings, transactions, personnel matters and other information. This information must remain confidential and may not be shared outside the Advisor.


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4.3.

Prohibition on Front Running

Front-running, trading opposite the Advisor’s client account(s), or engaging in conduct that may be construed as front-running, is strictly prohibited under the Code. For example, front-running would include an Access Person purchasing a Covered Security any time within seven days ahead of when the Advisor’s client account(s) purchases the same Covered Security, or the sale of a Covered Security any time within seven days ahead of when the Advisor’s client account(s) sells the same Covered Security. An example of trading opposite the Advisor’s client account(s) would include the sale of a Covered Security any time within seven days after the Advisor’s client account(s) purchases the same Covered Security or the purchase of a Covered Security any time within seven days after the Advisor’s client account(s) sells the same Covered Security. Proprietary, Access Persons’, and discretionary accounts will be monitored for front-running.

4.4.

Compliance with the Code of Ethics

Each Access Person will receive a copy of the Code and any subsequent material amendments to the Code, and each Access Person must acknowledge receipt of the Code in writing not less frequently than on an annual basis, and generally on a quarterly basis. Each Access Person is required to certify that he/she (i) has read and understands the Code, (ii) is aware that he/she is subject to the provisions of the Code, (iii) has complied with the Code at all times during the previous calendar year, and (iv) has, during the previous calendar year, reported all holdings and transactions that he/she is required to report pursuant to the Code. The acknowledgement of receipt and certification may be made electronically through a manner specified by the GPIM Compliance Department. A current copy of the Code is available via OneGuggenheim.

5.	Reporting of Personal Trading

It is the sole responsibility of the Access Person to ensure that all reporting requirements are completed by the timeframes set forth by the Code. This may mean that the Access Person may have to enter information manually, provide statements or follow up with his/her broker-dealer or bank.

5.1.

Which Investment Accounts Do Access Persons Need to Report?

Generally, any account which is in the name of the Access Person and members of his/her Immediate Family³, which can, even if the account does not currently, hold Covered Securities (as defined in Section 5.3.1 below) will need to be reported.

Immediate Family includes, but is not limited to, a spouse, child, grandchild, stepchild, parent, grandparent, sibling, mother or father-in-law, son or daughter-in-law, or brother or sister-in-law, and adoptive relationships, living in the same household, or otherwise dependent on the Access Person. Access Persons may rebut this presumption if they are able to provide the Advisor with satisfactory assurances that they have no material interest in the account and exercise no control over investment decisions made regarding the account. Access Persons should consult with Central Compliance for guidance regarding this process.


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5.1.1.

Report any of the following Investment Accounts:

The Access Person has Beneficial Ownership⁴over an Investment Account.

Any Investment Account with a broker-dealer or bank over which the Access Person has investment decision-making authority (including accounts that the Access Person is named on, such as being a guardian, executor or trustee, as well as accounts that Access Person is not named on such as an account owned by another person but for which the Access Person has been granted trading authority).

Any Investment Account with a broker-dealer or bank established by a partnership, corporation, or other entity in which the Access Person has a direct or indirect interest through any formal or informal understanding or agreement.

Any college savings account in which the Access Person has investment discretion and where the account has the ability to invest in Covered Securities.

Any account in which the Access Person’s Immediate Family is the owner. Access Persons are presumed to have investment decision-making authority for, and therefore should report, any Investment Account of a member of their Immediate Family if they live in the same household.

Any 401(k) accounts from a previous employer which can, or offer the ability to, hold Covered Securities.

Any other account that the CCO deems appropriate in light of the Access Person’s interest or involvement.

All Investment Accounts of new Access Persons and any Investment Accounts of current Access Persons must be maintained with brokerage firms designated and approved by Central Compliance.⁵The CCO or his designee may grant exceptions in writing to this policy on a limited basis. However, in general, personal trading in such accounts will be prohibited. Further, Access Person will be responsible for ensuring that the account statements and trade confirmations for Investment Accounts held away from designated brokerage firms are received by Central Compliance within 20 days after each quarter-end and reflect current account information as of the respective quarter-end.

⁴

A person has Beneficial Ownership if he or she, directly or indirectly through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary (financial) interest in a (i) security or (ii) accounts which can hold securities, including but not limited to: individual, joint, partnership, custodial, trust, IRA, UGMA and KEOGH accounts. The determination of Beneficial Ownership is the responsibility of each Access Person: it is a fact-based decision.

⁵	The list of designated Broker Dealers is available on OneGuggenheim at: http://oneguggenheim/Compliance/Pages/Designated-Broker-Dealers.aspx?type=GPIM?Source=http://oneguggenheim/compliance/Pages/default.aspx


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Existing Investment Accounts of new Access Persons which are not held at the permitted broker-dealers must be transferred within 90 calendar days from the date the Access Person is so designated; the failure to transfer within this time will be considered a violation of the Code. Any request to extend the 90 day transfer deadline must be accompanied by a written explanation by the current broker-dealer as to the reason for delay. Central Compliance may grant specific exceptions in writing.

5.1.2.

Independently managed/third-party discretionary account reporting:

Access Persons must disclose independently managed/third-party discretionary accounts, i.e., where the person has “no direct or indirect influence or control”.

Access Persons are required to obtain a signed copy of the Managed Account Letter (provided by Central Compliance) from their third-party investment advisor confirming that the advisor has authority to effect transactions on behalf of the account without obtaining prior consent of the Access Person and that the Access Person does not direct trades in the account. Access Persons are required to annually renew their Managed Account Letters confirming third-party discretion.

Access Persons should immediately notify Central Compliance in writing if there are any changes in control over the account or if there are any changes to the relationship between the trustee or third-party investment advisor and the Access Person (i.e., independent professional or friend or relative, unaffiliated versus affiliated firm). Please note that an immediate family member with discretion over a covered account is not considered a third-party advisor.

Trades in independently managed/third-party discretionary accounts, including trades in Covered Securities, are not subject to the pre-clearance requirements and trading restrictions of the Code.

Certain Access Persons (as determined and communicated by Central Compliance) are required to maintain independently managed/third-party discretionary accounts with brokerage firms designated and approved by Central Compliance.

5.1.3.

New Investment Accounts

Prior to opening a new Investment Account, Access Persons are required to submit a Personal Account Pre-Clearance Form through the Compliance Platform and obtain written approval to establish the Investment Account from Central Compliance. Upon opening a reportable Investment Account or obtaining an interest in an Investment Account that requires reporting, the account number must be reported within 5 calendar days of funding the Investment Account via the Compliance Platform or as otherwise permitted by Central Compliance.


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5.2.

Required Initial Holdings Reports and Certifications

Information that is required when you initially become subject to the Advisor’s Code:

Access Persons must report all of their Investment Accounts. (See Section 5.1.1 for more information.)

The report must include copies of statements which include the name of the broker/dealer or bank, title on the account, security names (and as applicable the exchange ticker symbol or CUSIP number), and the number of shares and principal amount of all holdings.

If the Access Person’s brokerage firm provides automatic feeds to the Compliance Platform, the Advisor will obtain account information electronically, after the Access Person has completed the appropriate authorizations as required by the brokerage firm.

All required account information must be reported within 10 calendar days from the date on which the Access Person becomes an Employee of the Advisor and is so designated as an Access Person, and the information must be current as of a date no more than 45 calendar days prior to the date the person becomes an Access Person.

Access Persons must complete a form certifying receipt and acknowledgement of the Code.

5.3.

Required Quarterly Transaction Reports

5.3.1.

Information required on a quarterly basis:

Access Persons must report all their quarterly transactions in Covered Securities in which they have a direct or indirect beneficial ownership, within at least 30 calendar days after each quarter end. The report must include transaction details consistent with regulatory requirements, including: (i) the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable Covered Security involved; (ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); (iii) the price of the Covered Security at which the transaction was effected; (iv) the name of the broker, dealer or bank with or through which the transaction was effected; and (v) the date the Access Person submits the report.

“Covered Securities” for purposes of the Code, are any financial instrument related to a security, including:

•

Equities / Stocks

•

Corporate, U.S. (Government) Agency and Municipal Bonds and Notes

•

High-Quality Short-term Bonds (maturity at issuance of less than 366 days)

•

Exchange Traded Funds (ETFs)


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•

Options⁶ and Futures on any Covered Security, ETF or on any group or (broad- based) index of securities (e.g., put, call or straddle)

•

Futures on U.S. Government obligations, Currencies and Commodities⁷

•

Private Investments (as defined in Section 6.1 below). Please note that a Private Investment and Loan Pre-Clearance Form (available via OneGuggenheim) must be completed prior to any new private investment.

•

Closed-end Mutual Funds

•

Open-end Mutual Funds managed, advised or sub-advised by the Advisor or an affiliate

•

Unit Investment Trusts (UIT)

•

Foreign Unit Trust (i.e., UCITs) and Foreign Mutual Fund

•

Indirect investments in cryptocurrencies through products deemed a “security” under applicable law (e.g., cryptocurrency-related entities deriving a substantial amount of revenue therefrom) or private investments, ETFs and Investment Trusts that invest directly and primarily in cryptocurrencies.⁸ Note: The regulatory landscape around cryptocurrencies and related products is evolving and GPIM’s policy towards such products is subject to change depending on emerging regulatory requirements and firm and client activity. Certain cryptocurrencies may be restricted and require pre-clearance and reporting in the future.

•

Miscellaneous: Treasury Stock; Debentures; Evidence of Indebtedness; Investment Contracts; Voting Trust Certificates; Certificates of Deposit for a Security; Limited Partnerships; Certificates of Interest or Participation in any Profit-Sharing Agreement; Collateral RIC-Certificates; Fractional Undivided Interests in Oil, Gas or other Mineral Rights; Pre-Organizational Certificates or Subscriptions; or Transferable Shares.

•

Any other instrument that is considered a “security” under the applicable securities laws.

The term “Covered Securities” does not include obligations/debt of the U.S. Government, bank loans, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements, money-market funds, shares issued by unit investment trusts that are invested exclusively in one or more open-end funds,

⁶	See *Appendix B* for pre-clearance requirements applicable to certain option trading strategies and transaction legs.

⁷	See Section 6.3 *Prohibited Transactions* for permitted categories of trading in certain futures on currencies and commodities.

⁸

For direct investments in cryptocurrencies, see Section 6.2 Trades Not Requiring Pre-Clearance. Private Investments that invest directly and primarily in cryptocurrencies should be pre-cleared in accordance with Section 6.1.2 Trades Requiring Pre-Clearance. For any questions on whether an investment is an indirect security-related investment in cryptocurrencies, please contact Central Compliance.


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none of which are reportable funds, or open-end mutual funds which the Advisor or its affiliates, as applicable, do not manage, advise or sub-advise.

Note: Access Persons should be aware that investments in Guggenheim Funds through its Employee Investment Program are reportable as Covered Securities.

From time to time, the Compliance Platform may not receive all duplicate statements from brokers or may not receive them on a timely basis. In those cases, Access Persons will be notified by Central Compliance and must provide copies of the statements to Central Compliance who will forward the information to the Compliance Platform. If the brokerage firm does not provide automatic feeds to the Compliance Platform, Access Person will be responsible for providing duplicate statements for such Investment Accounts to Central Compliance within 20 days after each quarter-end and reflect current account information as of the respective quarter-end. The CCO or designee may provide exceptions to this policy on a limited basis.

5.4.

Annual Holdings Reports and Certifications

5.4.1.

Information required on an annual basis:

•

Access Persons must provide a list of all Covered Securities in which they or their Immediate Family have a direct or indirect interest, including those not held in an account at a broker-dealer or bank. The list must include the title, number of shares and principal amount of each Covered Security. Access Persons must report the account number, account name and financial institution for each Investment Account with a broker-dealer or bank for which they are required to report.

•

Access Persons must report all accounts and holdings within 30 calendar days after each year end via the Compliance Platform, or as otherwise permitted by Central Compliance, and the information must be current as of a date no more than 45 calendar days prior to the date the report is submitted.

•

Access Persons must also certify annually that they have complied with the requirements and have disclosed all holdings required to be disclosed pursuant to the requirements of the Code. In addition, Access Persons must respond to personal disciplinary history questions.

6.	Pre-clearance for Personal Trading

All Access Persons must pre-clear all trades in their Investment Accounts (except as provided below) through the Compliance Platform prior to execution. Prior to participating in any Private Investments (as defined below), all Access Persons must pre-clear (i.e., receive approval for) the proposed transactions through Central Compliance. This is necessary in order to verify that there is no conflict between the desired trade and the Advisor’s current activities or the interests of the


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Advisor and its clients. For the avoidance of doubt, Access Persons must also pre-clear any trades in Investment Accounts and Private Investments in the name of or on behalf of members of their Immediate Family (see footnote 3).

Approvals to trade in an Investment Account are generally only good on the day they are sought. If an Access Person receives approval to trade a security and does not execute the trade on the day the approval is received, the trade will need to be pre-cleared again if the Access Person still wants to execute the trade.

If an Access Person is in possession of material non-public information about any security, the Access Person must not trade on it, in accordance with GPIM’s Insider Trading Policy (see the Manual for more information), despite pre-clearing the trade and receiving approval.

6.1.

Trades Requiring Pre-Clearance

Covered Securities: Unless excluded below, Access Persons must pre-clear all trades in Covered Securities through the Compliance Platform, which checks the trade against the Guggenheim Investments Restricted List and any other applicable rules and guidelines. (See Section 5.3.1 for a list of Covered Securities and Appendix A for reference guide on pre-clearance and reporting requirements for Covered Securities.)⁹

Private Investments: Private Investments include, but are not limited to investments in: hedge funds, private equity funds, venture capital funds, other private fund vehicles (including Investment Trusts that invest directly and primarily in cryptocurrencies), privately-held companies, investments in commercial properties or residential properties (excluding primary residence) where income is earned on the property (e.g., a secondary residence that is used as rental property or listed as vacation rental on Airbnb) and private placement offerings of digital assets (e.g., agreements for future digital assets). Private Investments also include: (i) loans to or from such entities, and any other entities formed for the purpose of engaging in business activity; (ii) loans to or from individuals who are not Immediate Family of the Access Person; and (iii) loans to or from individuals who are Immediate Family of the Access Person for the purpose of engaging in business activity. Loans to or from Immediate Family of the Access Person that are entirely of a personal nature and loans that are covered within the Standing Exceptions per Section 6.3 in the Manual (Personal Loans) do not need to be pre-cleared.

Access Persons should contact Central Compliance with any questions as to which loans need to be pre-cleared.¹⁰ New Access Persons must disclose all of their existing

⁹	Certain Covered Securities may need to be pre-cleared in accordance with requirements for pre-clearance of private investments (see below in Section 6.1 *Trades Requiring Pre-Clearance)* – i.e., by completing the Private Investment and Loan Pre-Clearance Form.

¹⁰	For the avoidance of doubt, certain personal loans remain prohibited as more fully described in Section 6.3 *Personal Loans* in the Manual, and any financing for Private Investments, including properties and loans must be consistent with this policy.


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Private Investments, as well as those of their Immediate Family members, within 10 days of becoming an Access Person. The Central Compliance Employee Activities Group will send an email to all new Access Persons with the Private Investment Disclosure Form, which they must complete. Existing Access Persons are required to disclose existing Private Investments that were entered into prior to policy changes and seek prior written approval to invest in any new Private Investments on their own behalf, and on behalf of their Immediate Family members, and must complete the Private Investment and Loan Pre-Clearance Form (available via OneGuggenheim) and provide information about the investment to assist Central Compliance with the review of the request.

The Guggenheim Capital Conflicts Review Committee (“CRC”) may also review Private Investment requests for approval, as necessary. Approval by the CRC is required in the event that it is determined that a proposed or existing Private Investment involves one or more potential or actual significant conflicts of interest.

6.2.

Trades Not Requiring Pre-Clearance

Government Securities/Certain Other Debt Instruments: Trades in any direct obligations of the U.S. Government (including futures on U.S. Government obligations), bankers’ acceptances, bank certificates of deposit, commercial paper and repurchase agreements are not required to be pre-cleared.

Money Market Funds: Trades in any investment company or fund that is a money market fund are not required to be pre-cleared.

Open-End Mutual Funds: Trades in open-end mutual funds that are advised or sub-advised by the Advisor or affiliates are not required to be pre-cleared.

Direct Investments in Cryptocurrencies¹¹: Cryptocurrencies (e.g. digital assets such as bitcoin (BTC), litecoin (LTC) and ethereum (ETH)) are considered commodities and not securities, under current regulatory guidance. Therefore, direct investments in cryptocurrencies are currently outside the scope of the Code and do not require pre-clearance or reporting. Indirect investments in cryptocurrencies through investment entities or products deemed a security, are Covered Securities requiring pre-clearance under the Code (See Section 5.3.1).

Note: The regulatory landscape around cryptocurrencies and related products is evolving and GPIM’s policy towards such products is subject to change depending on emerging regulatory requirements and firm and client activity. Certain cryptocurrencies may be restricted and require pre-clearance and reporting in the future.

¹¹	Cryptocurrency generally means any virtual currency (e.g., bitcoin, litecoin, ethereum, etc.) or digital representation of value that functions as a medium of exchange, a unit of account, and/or a store of value that does not have indicia of being a security under the federal securities laws.


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No Knowledge: Securities transactions where no knowledge of the transaction exists before it is completed are not required to be pre-cleared. For example, a transaction effected by a trustee of a blind trust or discretionary trades involving an investment partnership, when the Access Person is neither consulted nor advised of the trade before it is executed, are not required to be pre-cleared.

Certain Corporate Actions: Any acquisition of securities through stock dividends, automatic dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, exercise of rights, tender offer transactions or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities are not required to be pre-cleared.

Non-volitional transactions: Any transaction which is non-volitional (i.e., the Access Person did not have any direct influence or control), such as acquisitions in automatic investment and stock purchase plans, automatic dividend reinvestments or sales from a margin account due to a bona fide margin call, or acquisition by gift or inheritance are not required to be pre-cleared.

Miscellaneous: Any transaction in any other securities as the CCO or Central Compliance may designate.

6.3.

Prohibited Transactions

Investment Clubs: Participation in Investment Clubs is prohibited. Generally, an Investment Club is a group of people who pool their money to make investments. Usually, Investment Clubs are organized as partnerships and after members study different investments, the group decides to buy or sell based on a majority vote of the members. If you have any questions regarding whether an arrangement is an Investment Club, please contact Central Compliance.

Initial Public Offerings (“IPOs”): Trades in IPOs are prohibited. Access Persons are prohibited from acquiring any securities offered in connection with an IPO. For the avoidance of doubt, the prohibition on IPOs also extends to initial issuances of securities issued as digital assets (sometimes referred to as “Initial Coin Offerings” or “ICOs”¹²). You should contact Central Compliance if you are not certain whether a particular digital asset is a security.

Commodity Interests: Trading in Commodity Interests and related Futures as well as futures and options on virtual currencies, are generally prohibited, except for the following types of futures: (i) Futures referencing broad-based securities indices (for example; S&P 500; NASDAQ 1000; and Russell 2000); (ii) Futures referencing major currencies (for example: Euro; Yen; Australian Dollar; and British Pound); (iii) Futures

¹²	The prohibition on trading ICOs and futures and options on virtual currencies extends to Immediate Family, as defined in *Section 5.1*.


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referencing the following physical commodities: Gold; Silver; Oil; and Natural Gas; and (iv) Futures referencing U.S. Government debt obligations (for example: 30 year Treasury bond; 10/5 year Treasury Notes; and long-term Treasury Bonds).

Access Persons should consult with Central Compliance with regard to whether a particular instrument is a commodity interest. Senior management, together with the CCO, may grant exceptions to this prohibition on a case-by-case basis and such exceptions will be conditioned on compliance with certain requirements.

Blackout Period¹³: Access Persons are prohibited from purchasing or selling, directly or indirectly, any Covered Security in which you had (or by reason of such transaction acquire) any beneficial ownership, at any time within seven (7) calendar days before or after the time that the same or related Covered Security is purchased or sold in a GPIM client account.

Exception to Blackout Period

The blackout period does not apply to trading in a Covered Security meeting the following criteria:

•

the market value of the proposed transaction is less than $25,000;

•

the 30-day rolling average trading volume is over 1 million shares; and

•

Guggenheim Investments’ trade activity is less than 5% of the security’s 7-day rolling average volume.

The exception to the blackout period does not apply to the purchase or sale of options, transactions in a Covered Security listed on the Guggenheim Investments Restricted List, and any derivatives and futures.

Note: Access Persons should request pre-clearance of the proposed transaction in the Compliance Platform, which will calculate whether the transaction in the Covered Security meets the exception criteria and approve or deny the trade accordingly.

7.	Trading Restrictions

7.1.

For All Trading

In addition to reporting and pre-clearance obligations, the Code also includes restrictions regarding the manner in which Covered Securities may be traded and held in any reportable Investment Accounts. (See Section 5.1.1 for more information.)

¹³	Broad-based ETFs meeting certain criteria (see current list of applicable ETFs here) are not subject to the Blackout Period prohibitions in this section.


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Regardless of whether a transaction is specifically prohibited in the Code, no person subject to the Code may engage in any personal securities transactions that (i) impact their ability to carry out their assigned duties or (ii) increase the possibility of an actual or apparent conflict of interest. Access Persons are prohibited from the following under any circumstances:

7.1.1.

Market Manipulation

Securities transactions may not be executed with the intent to raise, lower, or maintain the price of any security or to falsely create the appearance of trading activity.

7.1.2.

Trading on Inside Information

Transactions (e.g., purchases or sales) of any security cannot be made if in possession of material non-public information about the security or the issuer of the security. (Please also refer to the Manual for the Insider Trading Policy.)

7.1.3.

Front-running

No Access Person may trade ahead of a client transaction. (See Section 4.3 for more information.)

7.2.

Excessive Trading in Reportable Accounts¹⁴

Access Persons may not engage in excessive trading in their reportable Investment Accounts. Access Persons shall not make more than 60 Covered Securities trades in any reporting quarter. Transactions that do not require pre-clearance are not included in the total, and buy or sell transactions respectively, executed in the same security on the same day, are considered to be one transaction (i.e., an approved transaction executed in lots throughout the day is considered one transaction).

Option Strategies

The multiple transactions that make up an option trading strategy, such as option spreads, will be counted as individual transactions towards the excessive trading limit.

7.3.

Holding Period – Thirty-Day Prohibition on Buying/Selling Covered Securities¹⁵

Access Persons are prohibited from purchasing and then selling, or selling and then purchasing the same Covered Security within 30 calendar days of the initial transaction.

This prohibition does not apply to independently managed/third-party discretionary accounts or transactions that are not subject to pre-clearance requirements.

¹⁴	Broad-based ETFs meeting certain criteria (see current list of applicable ETFs here) are not subject to the excessive trading prohibitions in this section.

¹⁵	Broad-based ETFs meeting certain criteria (see current list of applicable ETFs here) are not subject to the holding period prohibitions in this section.


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In situations where multiple transactions have occurred in the same covered security, the holding period will calculate from the date of the most recent purchase of the relevant covered security across all accounts, regardless of the holding period of prior transactions in the same covered security.

7.4.

Section 16 Reporting for Certain Closed-End Mutual Funds

Section 16 of the Securities Exchange Act of 1934 requires insiders (directors and officers or the issuer of the securities) to file (i) an initial report with the SEC disclosing status as an insider (reporting person) and beneficial ownership of securities at the time of attaining such status (Form 3); (ii) changes in beneficial ownership (Form 4); and (iii) annual statement of changes in beneficial ownership (Form 5).

Access Persons must promptly email:

GIIntermediaryDistributionSection16Filings@guggenheimpartners.com, but in no event more than 24 hours, after any transaction in CEFs advised or sub-advised by the Advisor or an affiliate. Such reporting is required to make mandatory regulatory filings within the required time period.

8.	Annual Review

The GPIM Compliance Department will review the adequacy of the policies and procedures contained in the Code and the effectiveness of its implementation on an annual basis. This review will consider any changes in the business activity of the Advisor and any changes to the Advisers Act or applicable regulations that might suggest a need to revise the policies and procedures contained herein. In addition, the GPIM Compliance Department will consider the need for interim reviews in response to significant compliance events, changes in business arrangements or regulatory developments.

9.	Retention of Records

GPIM will maintain records as set forth below in accordance with Rule 204-2(a)(12) and (13) under the Advisers Act and will make available for examination by the SEC.

•

A copy of the Code and any other Code which is, or at any time within the past five years has been, in effect, will be preserved in an easily accessible place;

•

A list of all Access Persons who are, or within the past five years have been, required to submit reports under the Code, will be preserved in an easily accessible place;

•

A copy of each report made by an Access Person under the Code will be preserved for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place;

•

A copy of each duplicate brokerage confirmation and each periodic statement provided under the Code will be preserved for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place.


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•

A record of any Code violation and of any sanctions taken will be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurred;

•

A copy of all Acknowledgements of Receipt and Annual Certifications as required by the Code for each Access Person who is currently, or within the past five years was required to provide such Acknowledgement of Receipt or Annual Certification; and

•

GPIM will maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition of a Private Investment, for at least five years after the end of the fiscal year in which the approval is granted.

Central Compliance will use best efforts to assure that all requests for pre-clearance, all personal securities transaction reports and all reports of securities holdings are treated as “Personal and Confidential.” However, such documents will be available for inspection by appropriate regulatory agencies, and by other parties within the Advisor and its affiliates as are necessary to evaluate compliance with, or sanctions under, the Code.

10.

Sanctions

The Code is designed to facilitate compliance with applicable laws and to reinforce the Advisor’s reputation for integrity in the conduct of their businesses. For violations of the Code, sanctions may be imposed as deemed appropriate by the GPIM Compliance Department with Central Compliance and as applicable in coordination with senior management. Escalation will depend on the severity and frequency of the infraction considering the facts and circumstances such as potential or actual harm or reputational risk to clients, prospects or the Advisor. A pattern of violations that individually do not violate the law, but which taken together demonstrate a pattern of lack of respect for the Code, may result in disciplinary action, including termination of employment.

Specifically, the Access Person shall be subject to remedial actions which may include, but are not limited to, any one or more of the following: (1) personal trading restriction; (2) verbal warning and/or letter of instruction; (3) written memo or letter of caution (including requirement for additional training) or other measures; (4) enhanced supervision or management plan; (5) decrease in compensation, performance measure or other penalty; (6) termination of employment; or (7) referral to civil or governmental authorities for possible civil or criminal prosecution. If the Access Person is normally eligible for a discretionary bonus, violations of the Code may also reduce or eliminate the discretionary portion of his/her bonus.

11.

Interpretations and Exceptions

The GPIM Compliance Department shall have the right to make final and binding interpretations of the Code and may grant, at its discretion, exceptions to certain of the prohibited transactions as described in the Code. Any memorandum created regarding the granting of any such exceptions will be retained. Each Access Person must obtain written approval from the GPIM Compliance Department before taking any action regarding such an exception.


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12.

Appendix A – Reference Guide for Covered Security Pre-Clearance and Reporting Requirements


Security / Financial Instrument Type	Pre-Clearance Required	Reporting (Quarterly Transactions /Annual Holdings)
Equities / Stocks	YES	YES

Corporate, U.S. (Government) Agency and Municipal Bonds and Notes	YES	YES

U.S. Government Obligations and Debt	NO	NO

High Quality Short-term Bonds (maturity at issuance of less than 366 days)	YES	YES

Exchange-Traded Funds (ETFs)	YES	YES

Options¹⁶ and Futures on any Covered Security, ETF or on any group or (broad- based) index of securities	YES	YES

Futures on U.S. Government Obligations	NO	YES

Certain Futures on Currencies and Commodities¹⁷	YES	YES

Private Investments, certain Loans and secondary Commercial and Residential Property¹⁸	YES	YES

Unit Investment Trusts (UITs)	YES	YES

Unit Investment Trusts (UITs) investing exclusively in open-end mutual funds.	NO	NO

Foreign Unit Trusts (i.e. UCITS) or Foreign Mutual Fund	YES	YES

Closed-end Mutual Funds (regardless of whether advised or sub-advised by the Advisor or an affiliate)	YES	YES

¹⁶	See *Appendix B* for pre-clearance requirements applicable to various option trading strategies and transaction legs.

¹⁷	See Section 6.3 *Prohibited Transactions* for permitted categories of trading in certain futures on currencies and commodities.

¹⁸	See Section 6.1 *Trades Requiring Pre-Clearance* for further guidance.


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Open-end Mutual Funds	NO	NO

Open-end Mutual Funds advised or sub- advised by the Advisor or an affiliate	NO	YES

Money Market Funds	NO	NO

Indirect investments in Cryptocurrencies¹⁹	YES	YES

Direct investments in Cryptocurrencies	NO	NO

Miscellaneous: Treasury Stock; Debenture; Evidence of Indebtedness; Investment Contract; Voting Trust Certificate; Certificate of Deposit for a Security; Limited Partnerships; Certificate of Interest or Participation in any Profit-Sharing Agreement; Collateral-RIC Certificate; Fractional Undivided interest in Oil, Gas or other Mineral Right; Pre-Organizational Certificate or Subscription; Transferable Shares	YES	YES

Bank Loans; Bankers’ Acceptances; Bank Certificates of Deposit; Commercial Paper; Repurchase Agreements	NO	NO

13.

Appendix B – Option Trading Pre-Clearance Requirements


Buying a Call Option		Pre-Clearance Required
Entering into Transaction

Buy to Open		YES

Closing Transaction

Sell to Close		YES

Let it Expire		NO

Exercise (i.e. buy underlying) and Hold		YES

Exercise (i.e. buy underlying) and Immediately Sell		YES for each trade (prohibited because of 30-day holding period)

¹⁹	Cryptocurrency-related entities deriving a substantial amount of revenue therefrom, or private investments, ETFs and investment trusts investing directly and primarily in cryptocurrencies.


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Writing/Selling a Call Option		Pre-Clearance Required
Entering into Transaction

Write/Sell Option		YES

Closing Transaction

Expires		NO

Exercised (if own underlying)		NO

Exercised (if naked/do not own underlying – i.e. buy security to deliver)		YES

Buy same Call Option		YES

Buying a Put Option		Pre-Clearance Required
Entering into Transaction

Buy to Open		YES

Closing Transaction

Sell to Close		YES

Let it Expire		NO

Exercise (if own underlying - i.e. sell underlying)		YES

Exercise (if do not own underlying - i.e. buy underlying first)		YES for each trade (prohibited because of 30-day holding period)

Writing/Selling a Put Option		Pre-Clearance Required
Entering into Transaction

Write/Sell Option		YES

Closing Transaction

Expires		NO

Exercised (i.e. buy underlying)		NO


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II.

CODE OF ETHICS

Rule 17j-1 under the IC Act requires each investment adviser of a registered investment company to adopt a written code of ethics reasonably designed to prevent Access Persons from engaging in unlawful actions. In order to comply with Rule 17j-1, Dolan McEniry has adopted this policy (the “17j-1 Code). Access Persons must also comply with provisions of Dolan McEniry’s Code of Ethics and Personal Trading Policy (together with the 17j-1 Code, the “Code”). Those policies and procedures are detailed further in the Compliance Policy Manual.

Dolan McEniry personnel must report any potential portfolio violations of this 17j-1 Code to the CCO or his delegate. The CCO will determine if an actual violation has occurred and, if so, will take such action as is necessary to resolve the violation and will report such violation to the Primary Adviser’s compliance department as may be required by the Sub-Advisory Agreement or applicable laws and regulations.

The sub-adviser will be required to seek the RIC Client’s Board’s approval initially of the 17j-1 Code, and within six months after the adoption of a material change to the 17j-1 Code.

A.	CORE PRINCIPLES

The interests of Clients are required to be placed ahead of those of all others;

Dolan McEniry will strive to foster a healthy culture of compliance;

Supervised Persons are prohibited from taking inappropriate advantage of their position with Dolan McEniry;

Supervised Persons should attempt to avoid any actual or potential conflict of interest with any Dolan McEniry Client;

Personal securities transactions are required to be conducted in a manner consistent with this Policy, and should not adversely impact a Client’s account;

Diligence and care shall be taken in maintaining and protecting non-public, confidential information concerning Dolan McEniry’s Clients (as addressed in Dolan McEniry’s Privacy Policy); and

Supervised Persons are required to comply with Federal Securities Laws (as defined in Dolan McEniry’s Regulatory Compliance Manual). Strict adherence to Dolan McEniry’s Compliance Policy Manual, RIC Supplement, and instructions provided by the CCO will assist Supervised Persons in complying with this important requirement.

B.	GENERAL PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION

Dolan McEniry employees may not, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by any Client

1.	employ any device, scheme, or artifice to defraud the Client;

2.	make any untrue statement of a material fact to the Client or omit to state a material fact necessary in order to make the statements made to the Client, in light of the circumstances under which they are made, not misleading;


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3.	engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Client; or

4.	engage in any manipulative practice with respect to the Client.

C.	PERSONAL TRADING POLICY

Dolan McEniry employees must adhere to the Code of Ethics and Personal Trading policy and procedures in the Compliance Policy Manual as described below.

Fixed Income Personal Securities Transactions

Access Persons are not required to obtain pre-clearance for fixed income personal securities transactions in an account(s) managed by Dolan McEniry, following one of Dolan McEniry’s investment strategies. Trades in an Access Person’s account managed by the firm may be executed alongside Client trades or on the same calendar day as Dolan McEniry executes transactions on behalf of its Clients in the same security provided that:

No Client is harmed by the Access Person’s personal security transactions;

The Access Person is not advantaged by the Clients’ security transactions;

Transactions are done in accordance with Dolan McEniry’s Trade Aggregation and Allocation Policy.

Personal Trading Restrictions – Preclearance Requirements

Access Persons may not acquire any securities in an IPO or Limited Offering/Private Placement, or transact in any investment companies advised, sub-advised or underwritten by Dolan McEniry (“Reportable Funds”) or fixed income security (other than noted above in section II.C.A) without express prior approval from a Managing Member or CCO.

Pre-clearance is not required for transactions in accounts not managed by Dolan McEniry, in which the Access Person has no direct or indirect influence or control (see Managed Accounts below in section II.C.B).

Pre-clearance requests should be submitted to a Managing Member and/or the CCO through SchwabCT. Pre-clearance authorizations for Limited Offering/Private Placements are good untilthe time the investment is made. Pre-clearance authorizations for transactions in Reportable Funds are good for three business days. The Managing Member, the CCO, or their delegate may disapprove such request for any reason s/he deems appropriate. The Managing Members shall submit pre-clearance requests to the CCO and the CCO’s pre- clearance requests shallbe submitted to a Managing Member.


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Personal Trading Reporting Requirements

Reporting Requirements by Access Persons

Quarterly Transaction Report

Within 30 calendar days following the end of each calendar quarter, Access Persons shall submit through SchwabCT, investment statements which include all personal securities transactions in which the Access Person had a direct or indirect Beneficial Ownership interest, except for Exempt Transactions listed below in this section. If an Access Person effected no transactions during the applicable quarter, s/he shall file a report indicating as such. The CCO shall submit his investment statements which include all personal securities transactions to a Managing Member through SchwabCT. Investment statements must contain all the required information as described below.

Information to be included on this quarterly transaction report is as follows:

•

Trade Date

•

Security Name

•

Ticker Symbol, CUSIP number, Interest Rate and Maturity Date, Number of Shares or Par

•

Type of Transaction (Purchase, Sale or Other)

•

Price

•

Principal Amount

•

Broker Name

•

Account Number

•

Date of Report

Quarterly transaction reports must also include any new accounts established during the period and include the name of the bank or broker/dealer, the account number and the date the account was established.

Transactions in the following securities (“Exempt Transactions”) are not required to be reported:

Transactions in open-end mutual funds, with the exception of any investment company advised, sub-advised or underwritten by Dolan McEniry (“Reportable Funds”);

Transactions in securities issued by the United States Government;

Transactions in bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements, money market funds;

Transactions in unit investment trusts that invest exclusively in one or more open-end mutual funds, none of which are Reportable Funds;

Transactions in accounts not managed by Dolan McEniry or an affiliate, in which the employee has no direct or indirect influence or control, including Managed Accounts; and

Transactions effected pursuant to an Automatic Investment Plan.

Holdings Report

Access Persons are required to submit investment statements which includes all Reportable Securities holdings, as defined in Dolan McEniry’s Regulatory Compliance Manual, through SchwabCT. In addition to other securities holdings,


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holdingsin Private Placements require reporting. All investment statements should beprovided to the CCO within 10 calendar days upon becoming an Access Person ofDolan McEniry and on an annual basis thereafter, as directed by the CCO. These investment statements should be current as of a date not more than 45 calendar daysprior to submission. The investment statements should contain the following information:

•

Security Name

•

Ticker Symbol or CUSIP number

•

Number of Shares or Par

•

Principal Amount

•

Broker or Bank Name

•

Date of the Report

The CCO shall submit his investment statements to a Managing Member through SchwabCT.

New Securities Account Reporting

Access Persons must report, on at least a quarterly basis, the opening of any new securities account over which s/he may be deemed to have Beneficial Ownership. The report must contain the name of the broker, dealer, or bank with whom the account was established; the date the account was established; and the date that the report was submitted by the Access Person.

Managed Accounts

In order to establish a Managed Account, an Access Person must grant to the external manager complete investment discretion over your account. In addition, the Access Person must maintain documentation evidencing s/he does have not discretion over the account. Reporting, including pre-clearance, is not required for trades in this type of an account; however, Access Persons may not participate, directly or indirectly, in individual investment decisions or be made aware of such decisions before transactions are executed and must certify as such to the CCO through SchwabCT on a quarterly basis. This restriction does not preclude the Access Person from establishing broad investment guidelines for the manager, such as indicating industries to invest in, types of securities to purchase, or overall investment objectives. However, these guidelines may not be changed so frequently as to give the appearance that the Access Person is actually directing account investments.

Submission of Periodic Statements

Dolan McEniry requires that the Access Person submit account statements of his or her investment accounts in SchwabCT quarterly. This requirement applies to any investment account over which the Access Person has direct or indirect Beneficial Ownership.


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Review of Personal Securities

The CCO, and/or Managing Members, shall generally consider the following factors when reviewing reportable security holdings and transactions as well as pre-clearance requests:

Whether the investment opportunity should be directed to a Client’s account;

Whether the pre-clearance procedures were followed;

Whether the Access Person benefited from purchases or sales being made for Clients;

Whether the transaction harmed any Client; and

Whether the transaction has any appearance of impropriety.

A Managing Member will review the CCO’s personal securities reports. In no case should an Access Person review his/her own report.

D.	RECORDKEEPING REQUIREMENTS

Dolan McEniry will maintain the following records in accordance with Rule 17j-1:

1.	A copy of the current Code and each Code that was in effect at any time within the past five years must be maintained in an easily accessible place.

2.	A record of any violation of the Code, and of any action taken as a result of the violation, must be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs.

3.	A copy of each report made by an Access Person pursuant to the Code must be maintained for at least five years after the end of the fiscal year in which the report is made, the first two years in an easily accessible place.

4.	A record of all Access Persons, currently or within the past five years, must be maintained in an easily accessible place.

5.	A copy of each report required by this Code must be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place.

6.	A record of any decision, and the reasons supporting the decision, to approve the acquisition by Access Persons of an IPO or other limited offering for at least five years after the end of the fiscal year in which the approval is granted.


EFFECTIVE SEPTEMBER 20, 2021		5

Richard Bernstein Advisors LLC

CODE OF ETHICS

Adopted August 2010

Updated February 2015

Updated March 2017

Updated August 2019

You will find definitions of some of the capitalized terms used in this Code of Ethics in Schedule A.

1.	SCOPE OF CODE

Richard Bernstein Advisors LLC (“RBA,” the “Firm,” “we” or “us”) is registered as an investment adviser with the Securities and Exchange Commission (the “SEC”). Pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), the Firm has adopted this Code of Ethics (the “Code”) to set forth the standards of conduct expected of the Firm’s employees (each, an “Employee,” or “you,” and collectively, “Employees”) and to require compliance with the federal securities laws and the Firm’s fiduciary duties. The first part of this Code sets forth the prohibitions and requirements that are applicable to the Firm and all Employees. The second part addresses the personal securities trading of Access Persons (currently defined to include all Employees). The final part sets forth the duties and responsibilities of the Firm’s Chief Compliance Officer (the “CCO”) with respect to implementation and enforcement of this Code.

2.	STANDARDS OF BUSINESS CONDUCT FOR THE FIRM AND ALL EMPLOYEES

Compliance with Federal Securities Laws

The Firm and all Employees shall comply with all applicable provisions of the federal securities laws and the related rules and regulations. In connection with providing investment management services (whether as investment adviser, investment sub-adviser, manager or in such similar capacity) to accounts, including funds registered with the SEC as open- end or closed-end investment companies under the 1940 Act, unregistered funds and separately managed accounts (each, a “Client,” and collectively, “Clients”), the Firm and all Employees are strictly prohibited from engaging in any activity that directly or indirectly:

•

Defrauds any Client in any manner;

•

Misleads any Client, including any statement that omits material facts;

•

Operates or would operate as a fraud or deceit upon any Client;

•

Functions as a manipulative practice with respect to any Client; or

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•

Functions as a manipulative practice with respect to any securities.

•

In addition to the above prohibitions relating to Clients, Rule 206(4)-8 under the Advisers Act prohibits the Firm and Employees from engaging in any fraudulent, deceptive or manipulative act, practice or course of business with respect to the investors in any SEC-registered or unregistered fund.

Status as a Fiduciary

The Firm shall conduct its business at all times consistent with its status as a fiduciary to Clients. This means that the Firm has duties of care, loyalty, honesty, and good faith in connection with all of its activities for Clients and must act in the best interests of Clients. This includes putting the Clients’ interests first at all times.

Accordingly, all Employees must adhere to the following principles:

•

We must at all times place the interests of our Clients first.

•

We must avoid any actual or potential conflicts of interest or any abuse of our position of trust and responsibility.

•

We must not engage in any transaction which interferes with, derives undue benefit from, or deprives a Client of an investment opportunity.

•

Information concerning the identity of securities and financial circumstances of Clients and their investors must be kept confidential and may not be used for the personal benefit of any Employee.

•

Independence in the investment decision-making process must be maintained at all times.

3.	SPECIFIC POLICIES APPLICABLE TO ALL EMPLOYEES

Confidentiality of Information

The Firm and all Employees have a duty to ensure the confidentiality of Client information, including Client holdings, transactions and securities recommendations. All Employees are also generally prohibited from disclosing confidential information concerning the Firm, including any trade secrets or other proprietary information. In order to safeguard the confidentiality of Client and Firm information (as well as investor information), Employees must adhere to the following:

•

Never remove any Client or Firm information from the Firm’s premises, unless absolutely necessary for business purposes (and, if so, the information must be kept in the possession of the Employee or in a secure place at all times and returned promptly to the Firm’s premises);

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•

Exercise caution in displaying documents or discussing information in public places such as in elevators, restaurants, or airplanes, or in the presence of outside vendors or others not employed by RBA;

•

Exercise caution when using e-mail, instant-messaging services, laptops, cellular telephones, facsimile machines or messenger services;

•

Never leave documents containing Client or Firm information in conference rooms, wastebaskets, or desks, or anywhere else where the information could be seen or retrieved;

•

Never disclose computer or voicemail passwords or website access codes to anyone outside the Firm, or to anyone at the Firm (unless required to do so by the Firm’s Personnel Policies Manual);

•

Never share confidential Client information with anyone at the Firm except on a need-to-know basis; and

•

Never communicate any information concerning a Client’s portfolio holdings to any third party, except in conformity with the Firm’s policies and procedures and those of the Client (to the extent applicable).

The Firm’s restrictions on the use of confidential Client or RBA information continue in effect after termination of an Employee’s employment with the Firm, unless specific written permission is obtained from the CCO. Any questions regarding the Firm’s policies and procedures on the use of confidential information should be brought to the attention of the CCO.

Prevention of Insider Trading

Federal and state securities laws prohibit both the Firm and Employees from trading securities – including equity and debt securities and derivative instruments – for ourselves or for others (including for Clients) based on “inside information.” These laws also prohibit the dissemination of inside information to others who may use that knowledge to trade securities (so- called “tipping”). These prohibitions apply to all Employees and extend to activities within and outside of your duties at RBA. If you learn of information that you believe may be considered inside information, contact the CCO.

Consistent with our duty to prevent insider trading and to fulfill our obligation to establish, maintain and enforce written policies and procedures to prevent insider trading, the Firm has adopted Procedures to prevent and detect the misuse of material nonpublic information. It is imperative that you understand and comply with these procedures. You will be required to acknowledge that you have reviewed these procedures, understand them and have not violated them.

Trading securities while in possession of material, nonpublic information, or improperly communicating that information to others, may expose you to severe penalties, including, but not limited to, the possible termination of your employment with the Firm. Criminal sanctions may

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include a fine or imprisonment. The SEC can recover the profits gained or losses avoided through the violative trading, impose a penalty of up to three times the illicit windfall, and issue an order permanently barring you from the securities industry. Finally, you may be sued by investors seeking to recover damages for insider trading violations.

The requirements contained in these procedures apply to securities trading and information handling by all Employees (and their spouses, minor children and adult members of their households). The requirements also apply to securities trading and information handling by temporary employees and independent consultants in certain circumstances.

The laws that address insider trading are not always clear and are continuously developing. An individual legitimately may be uncertain about the application of the rules in a particular circumstance. Often, a single question can prevent disciplinary action or complex legal problems. For these reasons, you should notify the CCO immediately if you have any reason to believe that a violation of these procedures has occurred or is about to occur, or if you have any questions regarding the applicability of these procedures.

(1)

Policy on Insider Trading

No Employee may trade in securities, either personally or on behalf of any other person or account (including for Clients), while in possession of material, nonpublic information concerning the security or the issuer thereof, nor may any Employee communicate such material, nonpublic information to others in violation of the law.

What is Material Information?

Information is material where there is a substantial likelihood that a reasonable investor would consider that information important in making his or her investment decisions. Generally, this includes any information the disclosure of which may have a substantial effect on the price of a company’s securities. No simple test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to the CCO.

Material information often relates to a company’s financial results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems and extraordinary management developments.

Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities or the portfolio holdings of any fund may, in some contexts, be material. Pre-publication information regarding reports to be published in the financial press also may be material.

What is Nonpublic Information?

Information is “public” when it has been disseminated broadly to investors in the marketplace. For example, information is public after it has become available to the general public through a public filing with the SEC or some other government agency, a news reporting service or publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.

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Identifying Inside Information

Before executing any trade for yourself or others, including any Clients, you must determine whether you possess material, nonpublic information. If you think that you might possess material, nonpublic information, you should take the following steps:

•

Report the information and proposed trade immediately to the CCO.

•

Do not purchase or sell the securities on behalf of yourself or others, including for Clients.

•

Do not communicate the information inside or outside of the Firm, other than to the CCO.

•

After the CCO has reviewed the issue, he or she will determine whether the information is material and nonpublic and, if so, what action should be taken.

•

In sum, if you believe that you may possess material, nonpublic information, you should consult with the CCO before taking any action or engaging in any transaction. This degree of caution will protect you, our Clients and the Firm.

(2)

Contacts with Public Companies

RBA will not be a stock picker and hence will not be contacting issuers on a regular basis. In certain instances, however, contacts with public companies could represent an important part of our research efforts. For instance, where the Firm is long a large position and may look to unwind or add to it, certain Employees may contact the issuer to discuss earnings, research, or other issues. If this information then is communicated to other Employees prior to it becoming public information, it is possible that transactions for Clients could be executed based, in part, on this information. To protect yourself, the Firm and Clients, you should contact the CCO immediately if you believe that you may have received material, nonpublic information.

(3)

Tender Offers

Tender offers represent a particular concern under the laws governing insider trading for two reasons: First, tender offer activity often produces extraordinary gyrations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either.²² Employees should exercise particular caution any time they become aware of nonpublic information relating to a tender offer.

²²	See Exchange Act Rule 14e-3, which may be found at: http://www.law.uc.edu/CCL/34ActRls/rule14e-3.html.

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(4)

Private Investments in Public Equities (“PIPEs”)

Employees may be approached by third parties (including prime brokers) that wish to solicit the Firm’s participation in a PIPE offering of the securities of a publicly-traded company. Such offerings often occur in connection with events that are not generally known by the public and upon revelation to the public could have a significant effect on the price of the company’s stock. The mere fact that the Firm or an Employee has been contacted in connection with a PIPE transaction could result in the Firm being suspected of having received nonpublic information about the PIPE issuer.

As a general matter, the Firm does not participate in PIPE transactions on behalf of Clients and does not wish to receive unsolicited offers to do so. Accordingly, it is essential that, any time an Employee is a participant in a phone call during which a conversation about a PIPE offering is initiated or appears about to be initiated, the Employee immediately discontinue the call. Thereafter, the Employee should immediately inform the CCO of the call and any nonpublic information that was conveyed concerning any PIPE offering so that the CCO can take appropriate steps to insure compliance with the Firm’s policies and the federal securities laws.

(5)

Restricted List and Watch List

The Firm will maintain a list of companies about which a determination has been made that it is prudent to restrict trading activity (the “Restricted List”). This might include, for example, a company about which Investment Personnel may have acquired material, nonpublic information or a position where the Firm may have a securities filing obligation.

Additionally, the Firm will maintain a “Watch List” of companies as to which a determination has been made that it is prudent to restrict Access Persons’ trading in Securities of such companies. Any Security in which the Firm transacts for a Client shall be included on the Watch List for a period that (i) commences on the date the transaction commences and (ii) ends at the close of business three (3) full business days after completion of the transaction; provided, however, that for Investment Personnel only, a Security shall be included on the Watch List for a period that (x) commences upon the Security’s inclusion in a list of securities approved by the Firm’s Investment Committee for investment by a Client and (y) ends at the close of business three (3) full business days after it is no longer held in any Client’s portfolio.

As a general rule, trades will not be allowed for Clients, or for the personal accounts of Employees, in the securities of a company appearing on the Restricted List, except with approval of the CCO. Similarly, any determination to remove a company from the Restricted List must be approved by the CCO.

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As a general rule, Personal Securities Transactions will not be allowed for Securities of a company appearing on the Watch List, except with approval of the CCO. Similarly, any determination to remove a company from the Watch List must be approved by the CCO.

Restrictions with regard to securities on the Restricted List and the Watch List are also considered to extend to options, rights or warrants relating to those securities and any securities convertible into those securities.

Gifts and Entertainment.

(1) It is the Firm’s policy that Covered Persons, as defined below, may generally give and receive gifts and entertainment, so long as such gifts and entertainment are not lavish or excessive, and do not give the appearance of being designed to influence the recipient. However, under this Gifts and Entertainment policy, certain gifts and entertainment given or received by Covered Persons require notification to and the approval of the CCO. Covered Persons should consult with the CCO if there is any question as to whether any particular gift or entertainment must be pre-cleared and/or reported in connection with this Gifts and Entertainment Policy.

(2)

Covered Person

A Covered Person is any person employed by the Firm, whether on a full-time or a part-time basis. Each person working on the premises of the Firm (such as a temporary employee, independent contractor or consultant) is also considered to be a Covered Person. Long-term independent contractors are presumed to be Covered Persons, while short term contractors are presumed not to be Covered Persons. The term Covered Person also includes any “Access Person” which includes any other person (whether or not an employee of the Firm) who is subject to the Firm’s supervision and control, who has access to non-public information regarding any client’s purchase or sale of securities and who is involved in making securities recommendations to the Firm’s clients. In general, each Covered Person is subject to each provision of this policy. In addition, a Covered Person may be granted an exception from certain provisions of this policy on a case-by-case basis by the CCO.

(3)

Gifts

The giving and receiving by Covered Persons of excessive gifts to or from persons or entities with whom the Firm has (or is considering having) a business relationship may be viewed as an attempt to improperly influence the current or prospective business relationship. Accordingly, a Covered Person is prohibited from accepting limited investment opportunities, lavish gifts or other extravagant gratuities or using his or her position to obtain an item of value, favor or special accommodation from any person or company that does, or is seeking to do, business with the Firm. In addition, any gift greater than $100 in value which a Covered Person receives from any person or company that does, or is seeking to do, business with either the Firm or an account advised by the Firm must be reported to the CCO. Reasonable gifts (e.g. holiday gift baskets or lunches delivered to the Firm’s office) received on behalf of the Firm as a whole, a functional subset of the Firm (such as the operations group), or individually if the individual gifts are substantially similar, will not require reporting. Reasonable socially acceptable gifts (e.g., birthday, engagement, wedding, new baby or new job/role/promotion) given to any Covered Person individually also are permitted without reporting.

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Covered Persons are prohibited from giving gifts that may be deemed excessive and must obtain approval to give gifts greater than $100 in value to any client, prospective client, investor in a client or person or entity with whom the Firm does, or seeks to do, business. Reasonable gifts (e.g. holiday gift baskets or lunches delivered to the Firm’s office) and reasonable socially acceptable gifts (e.g. engagement, wedding, new baby or new job/role/promotion) given on behalf of the Firm as a whole or a functional subset of the Firm (such as the operations group) are permissible without approval.

Among other remedies, the CCO may require any gift received in violation of this policy be returned to the giver or that an expense be repaid by the recipient.

(4)

Prohibited Gifts

No Covered Person may give or accept any gift of cash or cash equivalents to or from a client, prospective client, investor in a client, or person or entity with whom the Firm does, or seeks to do, business, without prior approval of the CCO. A cash contribution to a charitable or not-for-profit organization given or received on behalf of the Firm as a whole or a functional subset of the Firm (such as the operations group) or individually if the individual amounts are substantially similar, will not be considered a prohibited cash gift.

With limited exceptions as may be approved by the CCO, gifts of any value to (a) stock exchange personnel, (b) federal or state regulatory personnel, (c) labor union officials, (d) ERISA fiduciaries, (e) representatives of the financial news media or (f) any officer, employee or other instrumentality (including a controlled company) of a foreign government, are strictly prohibited.

Covered Persons must also be aware of the Firm’s Pay To Play policy, attached to the Manual as Appendix N, in connection with any proposed contribution or gift to certain political candidates, officers, parties or political action committees, and that certain political contributions by certain Covered Persons are prohibited by the Firm’s policy.

(5)

Entertainment

The entertaining of Covered Persons by persons or entities with whom the Firm does or seeks to do business may also be viewed as an attempt to improperly influence the current or prospective business relationship. Covered Persons generally may attend business meals, sporting events and other cultural or entertainment events, of reasonable value, at the expense of a giver, so long as (a) they are not so frequent or of such high value as to raise a question of impropriety and (b) a representative of the entertaining party is present at the event. If a representative of the entertaining party is not present at the event (other than due to unplanned or unforeseen circumstances) and the estimated cost or value of the Covered Person’s portion of the entertainment is expected to be greater than $100, the Covered Person must report his or her attendance to the CCO in writing. In any circumstance, the CCO may require a Covered Person not to attend a particular event or for the Firm or the Covered Person to bear some or all of the costs of participation.

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Participation or attendance by one or more Covered Persons in industry-related or charitable conferences, events, seminars or functions sponsored by (and generally at the expense of) service providers with whom the Firm does or seeks to do business or investment industry- related associations is permitted without reporting, so long as such participation generally also is open to or involves the sponsor’s other clients or customers.

Covered Persons are prohibited from providing entertainment to any client, prospective client, investor in a client or person or entity with whom the Firm does, or seeks to do, business that may be deemed excessive, and must obtain approval for expenses relating to such entertainment that are expected to exceed $100 in value per attendee.

(6)

Client Gift and Business Entertainment Policies

Clients and investors may have internal policies relating to gifts or entertainment involving their employees, agents or representatives. Notwithstanding anything herein to the contrary, if a Client or investor has provided the Firm with a copy of a gift or entertainment policy applicable to that Client’s or investor’s employees, agents or representatives, then the Firm’s employees must consider that gift or entertainment policy in providing business entertainment or gifts to that Client’s or investor’s employees, agents or representatives.

(7)

ERISA Clients/Investors

Covered Persons are prohibited from giving gifts to, or receiving gifts from, any fiduciary with respect to a Client that is subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA).

Serving on Publicly-Traded Companies’ Boards of Directors

Employees are prohibited from serving on the boards of directors of publicly-traded companies without prior approval of the CCO. Employees may submit a request for authorization and such request shall state the position sought, the reason service is desired, and any possible conflicts of interest known at the time of the request. The CCO may approve such a request only after he has determined that such service is not inconsistent with the best interests of the Firm and Clients. As part of his approval of such a request, the CCO shall implement appropriate procedures designed to prevent the Employee and the Firm from violating these policies and the federal securities laws.

Outside Activities

The Firm recognizes that certain outside activities of Employees will not interfere with the Employee’s duties to the Firm and to Clients and hence should be permissible. To ensure that such outside activities do not conflict with any duties to the Firm or to Clients or otherwise harm the Firm’s reputation, the Firm requires that all Employees disclose, in writing, to the CCO such outside activities at the inception of the activity and annually thereafter. “Outside activities” include directorships of private companies, public/charitable positions and fiduciary appointments

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(such as service as an executor, trustee or pursuant to a power-of-attorney) other than with respect to family members. Questions regarding whether any outside activity conflicts with an Employee’s or the Firm’s duties or harms the Firm’s reputation must be promptly directed to and resolved by the CCO.

Reporting of Violations

Any Employee who discovers a violation or apparent violation of the Code or of an applicable law or regulation, by him/herself or anyone else, must promptly report the matter to the CCO. All such reports will be treated confidentially to the extent permitted by law and will be investigated promptly and appropriately. The Firm prohibits retaliation against individuals who report violations or apparent violations of the Code, or of applicable laws or regulations, in good faith and will treat any such retaliation as a further violation of the Code.

Contact by a Regulator or Third Party (including the Media)

Any Employee who is contacted by a regulator or other governmental official concerning the Firm’s business practices must promptly report the matter to the CCO. Any Employee who is contacted by a third party (including a lawyer representing a Client or Client investor) concerning threatened or actual litigation or any other adversarial proceeding against the Firm must promptly report the matter to the CCO. All contacts from the media should be immediately referred to the Firm’s Director of Marketing.

Provision of Code of Ethics/Annual Acknowledgement

The Firm will provide the Code to all Employees upon adoption and to all new Employees upon employment. The CCO will provide any amendments to the Code promptly to all Employees. For each calendar year, all Employees must execute an acknowledgement certifying that: they have received, read and understand the Code; they recognize that they are subject to it; they have complied with the Code during the period since their last acknowledgement; and they will continue to comply with it. The form of Acknowledgement, titled “Acknowledgement of Code of Ethics”, is attached to the Code as Schedule F.

Political and Charitable Contributions

Employees are prohibited from making any political or charitable contribution that, by virtue of its amount or the circumstances under which it is made, appears to be intended to induce a fiduciary, trustee, or official with investment decision-making authority or influence regarding a pension plan or similar plan to direct advisory business or investment capital to the Firm. Political contributions by employees must be made in conformance with the Firm’s Pay To Play policy, attached to the Manual as Appendix N.

4.	SPECIFIC POLICIES APPLICABLE TO ALL ACCESS PERSONS

A. No Access Person (as defined in Schedule A) shall divulge to any other person any Client holdings, any recommendation made to a Client, or any contemplated or completed securities transactions or trading strategies of a Client, except as required in the performance of his or her duties and only to the extent such other person has a need to know such information to perform his or her duties.

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B. An Access Person shall use his or her best judgment in giving investment advice to Clients and shall not take into consideration his or her personal financial situation or interests in doing so.

C. When engaging in a Personal Securities Transaction (as defined in Schedule A), an Access Person shall place the interests of Clients first and avoid any actual or potential conflict of interest or abuse of his or her position. This policy is designed to recognize the fundamental principle that Access Persons have a duty of loyalty to the Firm and its Clients.

D. Access Persons shall not engage in any transaction that involves the acquisition of Beneficial Ownership (as defined in Schedule A) of Securities in an initial public offering, a Limited Offering (as defined in Schedule A), virtual “coins” or “tokens” in an initial coin offering that is conducted as a private placement (“ICO”) or other private placement of Securities without receiving prior written approval from the CCO and the Firm’s Chief Investment Officer (the “CIO”). In reviewing any approval request described above, the CIO shall consider, among other factors, whether the investment opportunity should be reserved for Clients, and whether the opportunity is being offered to the requesting individual by virtue of his or her position with the Firm.

E. No Access Person shall engage in any Personal Securities Transaction that involves a Restricted Security (as defined in Schedule A).

F. Participation in Limited Offerings, ICOs and other private placements of Securities shall be limited as follows:

(1) Access Persons shall not engage in any transaction that involves a Limited Offering, ICO or other private placement of Securities without the written prior approval of the CCO.

(2) Access Persons who have a Beneficial Ownership interest in any Securities obtained through a private placement shall disclose such interest to the CCO and when they become aware of or involved in any subsequent consideration of an investment in the same issuer for a Client.

(3) The review of the transactions described above, and the related decision whether to invest in those Securities for a Client, shall be conducted and approved by the CIO and reported to the CCO. In reviewing any approval request described above, the CIO shall consider, among other factors, whether the investment opportunity should be reserved for Clients, and whether the opportunity is being offered to the requesting individual by virtue of his or her position with the Firm.

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The timing of Personal Securities Transactions shall be limited as follows:

(1) There shall be a minimum holding period of thirty (30) calendar days in any Securities that are the subject of a Personal Securities Transaction, commencing on the date on which such Personal Securities Transaction is completed.

(2) For purposes of this paragraph (G), “Securities” includes any Securities that are equivalent to, or whose prices are derived from, the relevant Security. By way of example, the put and call options on a stock will be deemed to be the same Security as the underlying stock. However, generally, a non-convertible bond of an issuer will not be deemed to be the same Security as the issuer’s stock.

(3) In extraordinary cases, the CCO, in consultation with the CEO, may grant an exemption from the above-mentioned thirty (30)-day holding period. Any such exemption shall be in writing and shall set forth the basis for the exemption, signed by the CCO.

H. Access Persons shall not engage in excessive trading for their personal securities accounts. Excessive personal trading by an Access Person diverts such Access Person’s attention from the responsibility of providing services to Clients and increases the risk of transactions that are in actual or apparent conflict with Client transactions. This Code does not define “excessive trading”, but rather leaves such determinations to the judgment of the CCO based on the circumstances. Access Persons should be aware, however, that if their trades exceed twelve (12) per month, the trading activity will be specifically reviewed for excessiveness.

I. Before effecting a Personal Securities Transaction, an Access Person shall notify the CCO of the proposed transaction, in writing, including the amount of the transaction and the Security involved. Whenever possible, the Access Person shall use the Firm’s form entitled “Request by Access Person to Engage in Personal Securities Transaction”, which is found at Schedule E, for this purpose. The CCO after investigation shall determine whether such transaction is consistent with the Code and shall promptly communicate such determination, in writing, to the Access Person making the request. Transaction clearances must be obtained on the day that the Access Person seeks to make a purchase or sale of a Security, unless the CCO otherwise approves. If the trade is not made on the same day clearance is granted, a new clearance must be obtained. Absent extraordinary circumstances, no Access Person shall be deemed to have violated the Code for effecting a Personal Securities Transaction if such Access Person has been advised by the CCO that the transaction would be consistent with the Code.

J. The CCO, in consultation with the CIO, may, on a case-by-case basis, grant exceptions to the restrictions in the Code relating to Personal Securities Transactions. Such exceptions will be granted only in circumstances where the CCO and the CIO determine that, despite falling within the restrictions of the Code, the Personal Securities Transaction in question does not violate any law and does not conflict, either actually or apparently, with the interests of any Client. The grant of any such exception, and the facts and circumstances surrounding the grant of such exception, shall be documented by the CCO.

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K. When an Access Person engages in any transaction that involves the acquisition or disposition of his/her Beneficial Ownership of a Security, the Access Person shall direct that the executing broker send a duplicate copy of the confirmation to the CCO at the same time as it is provided to such Access Person.

5.	ACCESS PERSON REPORTING REQUIREMENTS

Initial Holdings Report; Annual Holdings Report

If an Access Person elects not to use the account statement procedure described below, such Access Person must provide an initial holdings report to the CCO within ten (10) days of becoming an Access Person and thereafter on an annual basis. The form of the report is attached to the Code as Schedule B. Access Persons need not report holdings that are not “Securities” as defined in Schedule A of the Code.

Monthly and Quarterly Personal Transaction Reports

If an Access Person elects not to use the duplicate confirmation and account statement procedure described below, no later than seven (7) days after the end of each month, such Access Person must submit a Monthly Transaction Report, a copy of which is attached to the Code as Schedule C, to the CCO. The report must give details concerning all transactions during the month in any Security in which the Access Person has (or had during the month), or by reason of any transaction acquired, any Beneficial Ownership.

If an Access Person elects not to use the duplicate confirmation and account statement procedure described below, no later than thirty (30) days after the end of each calendar quarter, such Access Person must submit a Quarterly Transaction Report to the CCO. The form of the report is attached to this Code as Schedule D. The report must give details concerning all transactions during the quarter in any Security in which the Access Person has (or had during the quarter), or by reason of any transaction acquired, any Beneficial Ownership.

With respect to any account established by the Access Person, the information in the above- mentioned Monthly and Quarterly Transaction Reports must include:

•

The name of the broker, dealer or bank with whom the Access Person established the account;

•

The date the account was established; and

•

The date that the report is submitted by the Access Person.

If no reportable transactions occurred during the month or quarter, the relevant Transaction Report must say so. The CCO must review, initial and date the Transaction Report of each Access Person before filing it.

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An Access Person is not required to submit a report with respect to:

(1) holdings that are not “Securities” as defined in the Code (as set forth in Schedule A); or

(2) transactions effected pursuant to an automatic investment plan.

Duplicate Confirmation and Account Statement Procedure: In lieu of completing and submitting the above-mentioned Holdings or Transaction Reports, an Access Person may: (i) with respect to Initial and/or Annual Holdings Reports, provide the CCO with copies of account statements for all accounts maintained by such Access Person that are subject to the reporting requirements of this personal trading policy; and (ii) with respect to Monthly and/or Quarterly Transaction Reports, instruct each broker-dealer with which he or she maintains accounts that are subject to the reporting requirements of this personal trading policy, via Rule 407 letter or other means, to send duplicate confirmations of all trades for those accounts and duplicate monthly account statements to the CCO. The Access Person is responsible for confirming that such duplicate records are timely received by the CCO.

Confidential Treatment

The Firm shall maintain all Transaction Reports and information therein in confidence, except to the extent necessary to implement and enforce the provisions of the Code or to comply with investigative requests or inquiries from regulatory authorities.

6.	ENFORCEMENT AND SANCTIONS

Process and Responsibility

The CCO has the primary responsibility for determining whether violations of the Code have occurred and, if so, for recommending any sanctions with respect to violations. The ultimate responsibility for determining whether and what sanctions are appropriate shall rest with the CEO. If the alleged violator is the CCO, the matter must be reported to the CEO, who shall have responsibility for enforcing the Code and determining any sanctions. The Firm shall maintain a written record of all such violations and any action taken as a result.

A violator of the Code may be terminated, suspended, reduced in salary or position, or sanctioned in any other manner at the discretion of the person or persons enforcing the Code, subject to any employment or other agreement between such violator and the Firm. In determining appropriate sanctions, the person or persons enforcing the Code may consider any factors they deem relevant, including, without limitation: (i) the degree of willfulness of the violation; (ii) the severity of the violation; (iii) the extent, if any, to which the violator profited or benefited from the violation; (iv) the adverse effect, if any, of the violation on any Clients; (v) the market value and liquidity of the class of securities involved in the violation; (vi) the prior violations, if any, of the Code by the violator; and (vii) the circumstances of discovery of the violation. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.

C-14

Opportunity to Respond

A person charged with a violation of the Code shall have the opportunity to appear before the person or persons enforcing the Code and to respond to all charges.

7.	RESPONSIBILITIES OF CHIEF COMPLIANCE OFFICER RELATED TO PERSONAL TRADING

Initial Holdings Report; Annual Holdings Report

The CCO shall: (1) identify all Access Persons who are required to submit Initial and Annual Holdings Reports and inform such Access Persons of their reporting obligations; and (2) review and maintain all Initial and Annual Holdings Reports. Completion of the review shall be indicated on the Report itself and shall involve such considerations as the CCO deems necessary to enforce the provisions and intent of the Code.

Monthly and Quarterly Transaction Reports

The CCO shall: (1) identify all Access Persons who are required to make Monthly and Quarterly Transaction Reports and inform such Access Persons of their reporting obligations; and (2) review and maintain all Monthly and Quarterly Transaction Reports. Completion of the review shall be indicated on the Report itself and shall involve such considerations as the CCO deems necessary to enforce the provisions and intent of the Code.

Pre-Approval of Personal Securities Transactions

The CCO, in consultation with the CIO, shall review and approve or disapprove all Access Person requests to engage in Personal Securities Transactions. The review shall involve such considerations as the CCO deems necessary to enforce the provisions and intent of the Code. With respect to Limited Offerings, ICOs and other private placements, the CCO shall specifically document the reasons for approving or disapproving the request. The CIO will review and pre- clear the CCO’s Personal Securities Transactions.

In considering whether to pre-approve a Personal Securities Transaction, the CCO shall consider, among other things, the following factors:

(a) whether the Security appears on the Restricted List or the Watch List;

(b) whether the investment opportunity should be reserved for a Client; and

(c) whether the opportunity is being offered to an individual by virtue of his/her position with respect to the Firm or a Client.

C-15

Violations or Suspected Violations

If the CCO becomes aware of a violation or suspected violation of the Code as a result of such review, the CCO shall take whatever steps are deemed necessary to enforce the provisions of the Code, including consulting with outside counsel. The CCO follows up any issues by meeting with the relevant employee(s) and communicating any material violations to the CEO. The CCO may (as he/she thinks necessary and appropriate) report any material violations to a Client’s board of directors/trustees and chief compliance officer.

Annual Report to Registered Fund Board

No less frequently than annually, the CCO shall furnish to the board of directors for every registered investment company advised or sub-advised by the Firm a written report that:

(a) describes any issues arising under the Code or the Firm’s procedures since the last report to the board of directors, including, but not limited to, information about any material violations of the Code or procedures and sanctions imposed in response to such violations; and

(b) certifies that the Firm has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

Review of Chief Compliance Officer Reports and Requests

To the extent the CCO submits Holdings and Transactions Reports or Personal Securities Transaction pre-clearance requests pursuant to the Code, such reports and requests will be reviewed by the CEO, who shall act as the Chief Compliance Officer pro tem under the Code with respect to any such reports and requests.

Delegation

The CCO may delegate certain administrative responsibilities under the Code. The CCO shall retain ultimate responsibility, however, for the administration of the Code.

8.	OTHER RESPONSIBILITIES OF THE CHIEF COMPLIANCE OFFICER

Administrative

The CCO shall:

•

Ensure that all Employees receive a copy of the Code and sign the Acknowledgement on an initial and annual basis.

•

Enforce the Firm’s personal trading policy and procedures.

•

Enforce the Firm’s insider trading policy and procedures.

C-16

•

Receive reports of violations and suspected violations of the Code, investigate them promptly, with such assistance as may be required, and determine whether a violation has occurred.

•

Review the operation of the Code on at least an annual basis to determine its adequacy and the effectiveness of its implementation.

•

Update the Code as necessary or appropriate in the event of compliance issues, changes in the Firm’s business activities or regulatory developments.

Records Required To Be Kept for Five Years (minimum two (2) years on-site)

•

All Initial and Annual Holdings Reports;

•

All Monthly and Quarterly Transaction Reports;

•

Broker trade confirmations and account statements provided in lieu of Holdings or Transaction Reports;

•

A copy of the Code currently in effect and any that have been in effect within the past five (5) years;

•

A record of any violation of the Code and of any action taken as a result of the violation;

•

All written Acknowledgements of the Code for each person who is currently, or within the past five (5) years was, an Access Person of the Firm;

•

A list of persons who are currently, or within the past five (5) years were, Access Persons;

•

All records documenting the annual review of the Code;

•

All records of Personal Securities Transaction pre-approval requests and the responses thereto; and

•

All records of any approval of investments in Limited Offerings, ICOs or other private placements.

C-17

SCHEDULE A

DEFINITIONS

“Access Person” means any Employee who:

•

has access to nonpublic information regarding any Client’s purchase or sale of securities or nonpublic information regarding the portfolio holdings of any registered fund advised or sub-advised by the Adviser, or

•

recommends securities for Clients, or

•

has access to securities recommendations for Clients that are nonpublic.

All Officers and all Employees of the Firm are presumed to be Access Persons. Consultants and short term employees may be deemed Access Persons at the discretion of the CCO.

“Beneficial Ownership” of a security, with respect to an Employee, means the power to direct the purchase or sale or voting of such security and/or a direct or indirect “financial interest” in the security (including any opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security). In addition to obvious instances of Beneficial Ownership, Beneficial Ownership by a Employee includes, without limitation, the following examples: securities beneficially owned by Immediate Family Members of the person (a presumption rebuttable by evidence to the contrary); securities held by a trust for which the person is either a trustee or a beneficiary; securities held by a partnership in which the person is a general partner and securities held by another person or entity pursuant to any agreement, understanding, relationship or other arrangement giving the person any direct or indirect pecuniary interest.

“Immediate Family Member” of a person includes the person’s spouse, and any children for whom the person provides financial support and who reside in the same household with the person, and any trust or estate in which the person or any other Immediate Family Member has a Beneficial Ownership interest.

“Investment Personnel” means (i) the Firm’s Chief Technology Officer (and any other Employee reporting directly to him), (ii) the Firm’s Chief Compliance Officer, and (iii) any Access Person who is a member of the Firm’s Investment Committee or who performs his/her regular functions at the Firm’s Trading Desk.

“Limited Offering” means an offering that is exempt from registration under the Securities Act of 1933 (the “1933 Act”) pursuant to section 4(2) or section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the 1933 Act.

“Personal Securities Transaction” means a transaction in a Security in which an Access Person has or thereby acquires Beneficial Ownership, except for a transaction in shares of an open- end mutual fund (including an exchange-traded fund) and transactions in municipal securities. Notwithstanding the foregoing, a transaction in a Security effected for an account over which an Access Person has no investment control, influence or discretion (including, without limitation, a fully discretionary investment management account (e.g., an SMA), blind account, blind trust, and

C-18

certain other types of trust with respect to which all investment decisions are made by a third party unrelated to the Access Person) does not constitute a Personal Securities Transaction. This exception is applicable only for discretionary accounts that are pre-approved by the CCO after his receipt from the Access Person of (1) the written discretionary investment management agreement or similar document covering the account and (2) the Access Person’s (and such third party’s) written certification, in form and substance acceptable to the CCO, to the effect that (i) the Access Person does not provide instructions to, or otherwise exercise control over, the third party regarding investment decisions with respect to the account; (ii) the third party has sole investment discretion over the account; (iii) the third party is not an affiliated person or a relative of the Access Person; and (iv) the Access Person will promptly provide the CCO with any subsequent amendments to the discretionary investment management agreement or similar document governing the third party’s management of the account.

“Restricted Security” means a Security that has not been registered pursuant to the 1933 Act and may only be resold pursuant to an exemption from registration, typically pursuant to Section 4(2) of the 1933 Act or Rules 144 or 144A thereunder.

“Security” means (except as set forth below) any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, reorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, exchange- traded funds, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

“Security” does not include:

•

Direct obligations of the Government of the United States;

•

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

•

Shares issued by money-market funds or open-end mutual funds, with the exception of (i) exchange-traded funds, as set forth above, and (ii) shares of open-end mutual funds advised or sub-advised by the Firm;

•

Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds; or

•

Cryptocurrencies and other digital, virtual or electronic currencies.

C-19

SCHEDULE B

HOLDINGS REPORT OF ACCESS PERSON

Please indicate below whether this is an Initial Holdings Report or an Annual Holdings Report.

Initial Annual

You must submit this Report to the Chief Compliance Officer not later than ten (10) days after you become an Access Person and thereafter no later than January 31st of each year. You should carefully review the Code of Ethics before completing this Report. Capitalized terms in this Report have the same meanings as defined in the Code of Ethics. Please direct questions regarding the completion of this Report to the Chief Compliance Officer.

•

You need not include securities holdings that are not “Securities” as defined in the Code.

•

If you have no reportable securities holdings, put an “X” in the following box ☐ and skip to the signature line.

•

Note: You may attach broker-dealer or other statements reflecting your reportable securities holdings so long as they contain all the information required by this Report. If you attach statements, write “See attached statements” on the face of this Report.

•

Please set forth the following information with respect to reportable securities holdings in which you have any Beneficial Ownership:

Securities Accounts


Account Title	Broker/Institution Name and Address	Account Number/Date Opened

C-20

Covered Securities


Title of Security	Type of Security	Ticker or CUSIP	Number of Shares	Principal Amount

(If you need additional space, please attach additional pages.)

The answers to the foregoing (including any attached statements) are true and correct to the best of my information and belief and the information supplied is current as of a date no more than forty-five (45) days before the date of this submission.

Name of Access Person

C-21


Dated: ,
				Signature of Access Person

Chief Compliance Officer Initials:

				Date:

C-22

SCHEDULE C

MONTHLY TRANSACTION REPORT OF ACCESS PERSON

(for the Month Ended )

You must submit this Report to the Chief Compliance Officer not later than seven (7) days after the end of each calendar month. You should carefully review the Code of Ethics before completing this Report. Capitalized terms in this Report have the same meanings as defined in the Code of Ethics.

Please direct questions regarding the completion of this Report to the Chief Compliance Officer.

•

You need not include transactions of the type described in Sec. 5. B(1) and (2) of the Code or those not involving “Securities” as defined therein.

•

If you had no reportable transactions during the month, put an “X” in the following box ☐ and skip to the signature line.

•

Note: You may attach broker-dealer or other statements reflecting the transactions as long as the statements contain all the information required by this Report. If you attach statements, write “See attached statements” on the face of this Report.

•

If you wish to make a statement that this Report should not be construed as an admission that you have any Beneficial Ownership in a security listed in this Report, please put an asterisk (*) next to the reported transaction(s) in that Security.

•

Set forth the following information with respect to reportable transactions during the month in any Security in which you have (or had), or by reason of such transaction acquired, any Beneficial Ownership in the Security:

Transactions

Trade Date/

Trans. Type

Trans Price/

No. Shares

Name of

Security

Ticker or

CUSIP

Interest Rate/ a

Maturity Date

Principal

Amount

Broker/

Institution

Date Acct.

was Opened

(If you need additional space, please attach additional pages.)

C-23

The answers to the foregoing (including any attached statements) are true and correct to the best of my information and belief.


				Name of Access Person

Dated: ,
				Signature of Access Person

Chief Compliance Officer Initials:
				Date:

C-24

SCHEDULE D

QUARTERLY TRANSACTION REPORT OF ACCESS PERSON

(for the Quarter Ended )

You must submit this Report to the Chief Compliance Officer not later than thirty (30) days after the end of each calendar quarter. You should carefully review the Code of Ethics before completing this Report. Capitalized terms in this Report have the same meanings as defined in the Code of Ethics.

Please direct questions regarding the completion of this Report to the Chief Compliance Officer.

•

You need not include transactions of the type described in Sec. 5.B(1) and (2) of the Code or those not involving “Securities” as defined therein.

•

If you had no reportable transactions during the quarter, put an “X” in the following box ☐ and skip to the signature line.

•

Set forth the following information with respect to reportable transactions during the quarter in any Security in which you have (or had), or by reason of such transaction acquired, any Beneficial Ownership in the Security:

Transactions

Trade Date/

Trans. Type

Trans Price/

No. Shares

Name of

Security

Ticker or

CUSIP

Interest Rate/ a

Maturity Date

Principal

Amount

Broker/

Institution

Date Acct.

was Opened

(If you need additional space, please attach additional pages.)

C-25


				Name of Access Person

Dated: ,
				Signature of Access Person

Chief Compliance Officer Initials:
				Date:

C-26

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