VALUATION PROCEDURES. FUND SECURITIES VALUATION PROCEDURES for Trust

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1 ATTACHMENT 12.A 1. INTRODUCTION VALUATION PROCEDURES FUND SECURITIES VALUATION PROCEDURES for Trust These Valuation Procedures ( Valuation Procedures or Procedures ) have been adopted by the Board of Trustees (the Board ) of Trust (the Trust ) on behalf of the Trust and each series of the Trust (each, a Fund and collectively, the Funds ). As provided in the prospectus of each Fund, each Fund calculates its net asset value per share ( NAV ) as of the close of the New York Stock Exchange ( NYSE ), currently 4:00 p.m., Eastern Time (the Valuation Time ) on each business day that the NYSE is open. The Board has adopted these Procedures, which include the Board s delegation of certain operational responsibilities in order to ensure that each Fund calculates its NAV on a timely and accurate basis. Valuation Committee. Under the Investment Company Act of 1940, as amended (the 1940 Act ), the Board is responsible for, among other things, adopting and overseeing the implementation of procedures that provide a methodology or methodologies by which each Fund determines the current value of its portfolio securities and other assets, overseeing the Trust s securities valuation process and monitoring the implementation of the process used to value each Fund s securities and other assets. The Board has established a Valuation Committee (the Valuation Committee ), consisting of those Trustees who are not interested persons as such term is defined under Section 2(a)(19) of the 1940 Act, to assist the Board, consistent with its fiduciary responsibilities and obligations under the 1940 Act with respect to valuation. Such responsibilities include: (1) to approve the procedures used by any delegates (each a Delegate ) to determine whether market quotations are readily available for securities held by each Fund of the Trust; (2) to approve the procedures and methodologies used by any Delegate to determine Fair Value of securities held by each Fund for which market quotations are not readily available; (3) to approve the procedures used by any Delegate selected to determine the Fair Value of assets of each Fund which are not held in the form of securities; (4) to monitor the application and implementation of these Valuation Procedures including among other things, to review how Fair Values have been determined by any Delegates selected to implement these Procedures on a day-to-day basis; (5) to provide guidance, as needed, to Delegates as to the application of the

2 methodologies for determining Fair Value and to review proposed changes to such methodologies to determine their appropriateness; (6) to determine the continued appropriateness of these Procedures, as amended from time to time, and to consider any further amendments to these Procedures that the Valuation Committee or the Fair Value Committee, defined below, believes are necessary and desirable and has recommended to the Board; and (7) to monitor and ensure compliance with the Trust s and the Board s obligations with respect to the valuation of the Trust s assets under the 1940 Act, by, among other things, periodically requiring and reviewing such reports on the implementation of these Procedures as the Valuation Committee and the Board determine are necessary and appropriate as to securities and other assets for which a Delegate has made Fair Value determinations.. The Board may carry out its responsibilities in items (1), (2), (3), and (6) above through delegating them in the first instance to such Delegate or Delegates as it may from time to time determine, subject to the Board s approval of any procedures developed by a Delegate to fair value securities and other assets of the Trust. In those circumstances, the Valuation Committee will monitor the Delegate s performance of its responsibilities. Fair Value Committee. To carry out the responsibility to determine the fair value of any securities or other assets for which market quotations are not readily available at a Valuation Time, the Board has approved the use of a fair valuation pricing committee (the Fair Value Committee ), to which it has delegated certain responsibilities: Functions. The Fair Value Committee shall determine, in good faith, the fair value of securities and other assets of a Fund for which market quotations are not readily available at a Valuation Time under Section 3 of these Procedures. Composition. The Fair Value Committee consists of (a) the following standing members: the Trust s Treasurer or Assistant Treasurer and a representative of, LLC ( XXX ) and (b) on an ad hoc basis at a particular Valuation Time for which a fair value or fair valuation method is being determined for a Fund, a representative of the investment adviser or sub-adviser for that Fund (the Adviser/Sub-Adviser ). The Fair Value Committee, at its discretion, may also include the Trust s Chief Compliance Officer. Actions. The Fair Value Committee is authorized to act by at least a majority vote of a quorum thereof. A quorum shall consist of at least two members present in person or by telephone. If the market prices for securities normally provided by a pricing service for the calculation of a Fund s NAV are not received in a timely manner to calculate the NAV at a Valuation Time, the

3 standing members of the Fair Value Committee are authorized to meet to determine valuations for such securities without participation by and without input from any ad hoc members. Additional Consultant(s). The Fair Value Committee, the Valuation Committee or the Board may enlist such third party consultants or advisers (such as an accounting firm or Fair Value pricing specialist) as any of them determines may be desirable, on an as-needed basis, to assist in determining a securityspecific Fair Value or valuation method. Reports. The Fair Value Committee shall provide certain reports to the Valuation Committee and to the Board as set forth herein or as the Valuation Committee or the Board may from time to time request. 2. OVERALL VALUATION STANDARDS a. Fund Investments. Each Fund s securities or other investment assets (including but not limited to equity and debt securities, rights, warrants, derivatives, loan agreements, insurance contracts, guaranteed investment contracts ( GICs ), foreign currencies, options, futures contracts, swaps, collars, floors and other contracts relating to securities, whether or not defined as a security in Section 2(a)(36) of the 1940 Act) (herein referred to as securities ) for which market quotations are readily available are to be valued at current market value based on such market quotations as of the Valuation Time in accordance with these Procedures. Any Fund s securities or other investment assets for which market quotations are not readily available are to be valued at Fair Value as determined in good faith by the Fair Value Committee as of the Valuation Time in accordance with these Procedures ( Fair Value Determinations ). Other Assets and Liabilities. Specific to each Fund, other assets (such as receivables and capitalized start-up costs) and liabilities (such as payables and borrowings) are to be valued at the value thereof as set forth on the balance sheet of the applicable Fund; provided that the Fair Value Committee, the Valuation Committee or the Board, may, in its discretion, determine to value them on another basis consistent with these Procedures. Liquidity. Each Adviser/Sub-Adviser shall be responsible on an ongoing basis to determine and report to the Fair Value Committee, the Valuation Committee and the Board with regard to the liquidity of the relevant Fund s securities, including any illiquidity thereof. The Trust, on behalf of the Funds, has adopted Liquidity Procedures (See Appendix A hereto), which are to be read in conjunction with these Procedures.

4 3. ORDINARY PRICING PROCEDURES TO DETERMINE MARKET QUOTATIONS a. To carry out the operational day-to-day pricing obligations for each Fund, and to obtain market quotations for securities and other assets where such quotations are readily available, the Board has delegated responsibilities to XXX. In its capacity as Fund accountant, XXX receives market prices for, or computes the value of, all investment securities and other assets held by each Fund and computes the NAV for each Fund by dividing the Fair Value of such Fund s assets (less any liabilities) by the total number of shares of such Fund outstanding. For that process, XXX shall value such Fund s securities and other assets and perform certain other calculations in accordance with these Procedures and as directed by the Board or the Valuation Committee. Pricing Agents. XXX shall employ, at each Fund s expense, as applicable, independent pricing agents of the type commonly used in the investment company industry, such as, but not limited to, Interactive Data Corporation, Bloomberg or Markit, or other such services as are approved by the Board and the Valuation Committee, to provide current market values. XXX shall obtain approval from the Trust s Treasurer or Assistant Treasurer prior to engaging any new pricing service on a provisional basis, and such provisional approval shall be subject to the reasonable satisfaction of the Trust s Treasurer or Assistant Treasurer as to the quality, accuracy and reliability of such new pricing service. The Trust s Treasurer or other appropriate officer will report to the Valuation Committee any material provisional change(s) of pricing services. Exchange Traded Securities. Securities traded or dealt in on one or more securities exchanges (whether domestic or foreign and, for purposes of these Procedures, including the Nasdaq Stock Market ( NASDAQ )) for which marks and quotations are readily available and not subject to restrictions against resale shall be valued at the last quoted sales price on the principal exchange on which such security is traded, as determined by the relevant pricing agent or, in the absence of a sale, at the mean between the current bid and ask prices on such exchange. For securities traded on NASDAQ, the NASDAQ Official Closing Price ( NOCP ) shall be considered the last quoted sales price. Securities Traded on More Than One Exchange. If a security is traded or dealt in on more than one exchange, or on one or more exchange and in the overthe-counter market, quotations from the exchange on which the security is primarily traded shall be used. Non-Exchange Traded Securities. Securities not traded or dealt in on any securities exchange and for which over-the-counter market (whether domestic or foreign) quotations are readily available generally shall be valued at the last sale price or, in the absence of a sale, at the mean between the current bid and ask prices on such over-the-counter market. Debt securities not traded on an exchange may be

5 valued at prices supplied by the relevant pricing agent(s) based on broker or dealer supplied valuations or matrix pricing, a method of valuing securities by reference to the value of other securities with similar characteristics, such as rating, interest rate and maturity. Absent special circumstances, valuations for a specific type of instrument will all be made through the same pricing agent, as employed by XXX. In the case of OTC securities valued on the basis of quotations obtained by the Adviser/Sub-Adviser from broker-dealers, the price shall be based on the average prices from at least two broker-dealers believed by XXX to be reliable and knowledgeable in the security; however, if quotations cannot be obtained by the Adviser/Sub-Adviser from at least two broker-dealers, the security may be valued on the basis of a quote obtained from a single broker-dealer. Options and Futures Contracts. Options and futures contracts listed for trading on a securities exchange or board of trade (whether domestic or foreign) for which market quotations are readily available shall be valued: (A) (B) in the case of options, at the last quoted sales price or, in the absence of a sale, at the mean between the current bid and ask prices; and in the case of futures and futures options, at the final settled price for the respective futures or futures options or, if no settled price is available, at the last sale price as of the close of business prior to the Valuation Time. Options not listed for trading on a securities exchange or board of trade for which over-the-counter market (whether domestic or foreign) quotations are readily available shall be valued at the mean between the current bid and ask prices. Index options shall be valued at the mean between the current bid and ask prices. Swaps. Total return swaps on exchange-listed securities shall be valued at the last quoted sales price or, in the absence of a sale, at the mean between the current bid and ask prices. Exchange listed swaps shall be valued at the last quoted sales price or, in the absence of a sale, at the mean between the current bid and ask prices. Other Swaps shall be valued: (A) by a pricing agent covering the specific type of swap; for example, certain credit default swaps ( CDS ) and credit indices (i.e., CDX) are valued independently by Markit; or

6 (B) if no valuation is available from a pricing agent, as determined by XXX, at the price received from the broker-dealer/counterparty that issued the swap. Money Market-Type Instruments. Money market-type instruments that at a Valuation Time have a remaining maturity of 60 days or less may be valued at amortized cost (purchase price or last valuation, as applicable, adjusted for accretion of discount or amortization of premium), unless the Fair Value Committee believes another valuation is more appropriate. Municipal daily or weekly variable rate demand instruments may be priced at par plus accrued interest. Currencies and Related Items. The value of foreign currencies and of foreign securities whose value is quoted or calculated in a foreign currency shall be converted into U.S. dollars based on foreign exchange rates provided by a major banking institution(s) or currency dealer(s) selected by the pricing agent providing such price, or by the Fair Value Committee in the case of securities for which the Fair Value Committee provides a Fair Value Determination, at 11:00 a.m. Eastern time or the nearest time prior to the Valuation Time at which such foreign currency quotations are available. Forward currency contracts shall be valued at the forward currency contract rates, determined at 11:00 a.m. Eastern Time or the nearest time prior to the Valuation Time, provided by a bank or dealer that the pricing agent or, if applicable, the Fair Value Committee believes to be reliable. Accounting Requirements. Security purchases and sales by a Fund shall be reflected on the Fund s books no later than one business day after the trade. Expenses and income shall be accrued daily. Dividend income shall be accrued as of the exdividend date. Stale Prices. The accounting agent shall monitor each Fund s portfolio holdings for prices that remain unchanged for five business days or more. If the price for a security remains unchanged for five business days or more, XXX shall send that price for review by the relevant Adviser/Sub-Adviser to determine whether the price reflects the current Fair Value of the security. The Adviser/Sub-Adviser will provide the results of that review by communication and the Fair Value Committee shall, if appropriate, review and approve the Adviser/Sub-Adviser s confirmation of, or adjustment to, the price and document the review (and, if applicable, the adjustment) in the Fair Value Committee s and the relevant Fund s records. The Fair Value Committee may report such reviews and adjustments to the Valuation Committee and the Board periodically as the Board may require. If any price for a security remains unchanged for 20 business days or more, the Fair Value Committee shall meet to review the price and either verify the current price or adjust it with appropriate documentation of such action. If the stale price is one that has been provided by a pricing agent, the Fair Value Committee shall submit a price challenge to the pricing agent with respect to such price. The Fair Value Committee will report such reviews and adjustments to the Valuation Committee and the Board, at least quarterly.

7 Investment Company Shares, which include open-end funds, hedge funds or other unregistered investment companies, that are not traded on a securities exchange will be valued at the net asset value per share reported by the investment company on each business day, as of immediately prior to the Valuation Time. 4. FAIR VALUE DETERMINATIONS a. Current Market Value Review. If, in the opinion of the applicable Adviser/Sub- Adviser, the market quotation as determined in accordance with the ordinary pricing procedures in Section 3 that is used to value a security (the determined value ) does not represent a readily available market quotation or does not reflect the Fair Value of the security for any reason, the Adviser/Sub-Adviser shall notify XXX and request a meeting of the Fair Value Committee to decide whether to make a Fair Value Determination to override such determined value (a Price Override ). In evaluating whether to make a Fair Value Determination to override such determined value, the Fair Value Committee shall take into consideration any market quotations that were obtained pursuant to the procedures in Section 3. The applicable Adviser/Sub-Adviser shall be required to submit a written explanation as to why it believes the determined value does not reflect a readily available market quotation or the Fair Value, and a recommendation and supporting data for an alternative price and/or valuation methodology. In cases in which the determined value of a security is reviewed/challenged on a daily basis by the applicable Adviser/Sub-Adviser, and the method of the review has been discussed and approved by the Fair Value Committee, a written explanation of the Fair Value determination will generally be required quarterly. In all cases in which a determined value is not systematically reviewed/challenged by the relevant Adviser/Sub-Adviser and/or the method of determining Fair Value proposed by the applicable Adviser/Sub-Adviser has not been previously approved by the Fair Value Committee, XXX shall require that the applicable Adviser/Sub-Adviser submit a written explanation for a proposed Price Override. b. Securities Subject to Fair Value Determinations. Fair Value Determinations are required for the following securities: securities for which market quotations are not readily available at the Valuation Time on a particular business day (including without limitation securities for which there is a short and temporary lapse in the provision of a price by the regular pricing source); securities for which, in the opinion of the relevant Adviser/Sub-Adviser, the prices or values available do not represent the Fair Value of the instrument, based upon factors that may include, but are not limited to, the following: the availability of only a bid price or an ask price; the spread between bid and ask prices; the frequency of sales; the thinness of the market; the size of reported trades; and actions of the securities markets or regulators, such as the suspension or limitation of trading;

8 securities determined to be illiquid in accordance with the Trust s Liquidity Procedures; and securities with respect to which an event that will affect the value thereof has occurred (a significant event ) subsequent to the determination by either XXX or the Fair Valuation Committee of the closing prices reported on the principal exchange on which the securities are traded, but prior to the relevant Fund s calculation of its NAV. Mutual funds that do not provide timely NAV information by the Valuation Time shall be priced by XXX using Morningstar Principia/Advisor Workstation and/or Bloomberg Relative Value or another similar tool that provides a list of funds similar to or like the funds for which NAV information is not available. For any Fund that does not provide timely NAV information, XXX shall evaluate those similar funds and determine which are most appropriate based on funds having similar benchmarks or similar objectives. XXX shall then calculate the NAV percentage move of those similar funds for the day to create an aggregate average percentage move, which it shall use to calculate the price movement for the day of the Fund at issue. A Fund s interests in a commodity pool or a managed futures pool ( Pool ) are valued on a daily basis as follows: The administrator and/or the adviser of the Pool incorporates the pricing of the underlying positions and other inputs to the daily value of the Pool into an estimate and provides that estimate to XXX. This process shall be supported by back-testing of the aforementioned estimates overseen by the Fair Value Committee, and the administrator or the adviser of the Pool, as applicable, shall report any variances to the Fair Value Committee for review at its meetings, unless there is a significant or systemic variance, in which case XXX, the administrator or the adviser, as applicable, will refer the variance to the Fair Value Committee for its prompt consideration. Responsibilities of the Adviser/Sub-Advisers and/or XXX. Identification of Need for Fair Value Determinations. Prior to or upon purchasing a security for a Fund, the relevant Adviser/Sub-Adviser: (A) (B) shall determine the nature and duration of any restrictions on trading in the security and any rights acquired with the security; and if applicable, shall inform XXX and the Fair Value Committee that the Adviser/Sub-Adviser believes that there will be insufficient market quotations readily available for the security such that a Fair Value Determination will have to be made with respect to the security. As soon as the relevant Adviser/Sub-Adviser believes that circumstances exist (as set forth in Section 4(b) above) that fair market quotations are not

9 readily available for a security or do not reflect its Fair Value, or that a significant event has occurred such that a Fair Value Determination should be made with respect to a security that is priced (or otherwise would normally be priced) in accordance with Section 3 of these Procedures, it shall so inform XXX. Recommendations for Fair Value Determinations. Prior to the purchase of a security for which the relevant Adviser/Sub-Adviser believes a Fair Value Determination will be required, the Adviser/Sub-Adviser shall submit a recomeended valuation methodology to the Fair Value Committee who shall, in their own judgment, determine a methodology for the valuation of such security taking the Adviser/Sub-Adviser s proposal into consideration. Similarly, as soon as the applicable Adviser/Sub-Adviser believes (and so notifies the Fair Value Committee) that a Fair Value Determination is required for a security that is priced (or otherwise would normally be priced) in accordance with Section 3 of these Procedures, the Fair Value Committee shall determine a reasonable methodology for determining the Fair Value of the security. Review of Valuation Methodology. For each security valued by Fair Value Determination, the Fair Value Committee and the applicable Adviser/Sub- Adviser shall monitor the continuing appropriateness of the valuation methodology used with respect to the security. In the event the applicable Adviser/Sub-Adviser believes that the valuation methodology no longer produces a Fair Value of the security, the Adviser/Sub-Adviser shall promptly notify the Fair Value Committee. All reviews of valuation methodologies will be done, as appropriate, by the Fair Value Committee during regularly scheduled Fair Value Committee meetings. Quarterly Board/Valuation Committee Reporting. The Fair Value Committee or the relevant Adviser/Sub-Adviser, as applicable, shall maintain records of and shall provide the Valuation Committee at each meeting of the Valuation Committee with the following information: (A) (B) (C) copies of minutes or memoranda of the Fair Value Committee meeting(s) (and corresponding back-testing) during the previous quarter that include information about the methodologies used in Fair Valuation Determinations including the determinations made by the Fair Value Committee regarding the appropriateness of the methodologies, to enable the Valuation Committee to review the continued appropriateness of such methodologies; any Price Overrides currently authorized by the Fair Value Committee (see Section 4(c)(i) below); a list of any securities as to which Fair Value Determinations were made by the Fair Value Committee during the quarter, including all

10 securities that continue to be valued using any valuation methodology previously applied, and any changes in valuation methodologies; (D) (E) For securities sold during the period, a comparison of the Fair Value Determinations as to the securities at the time of the sales and the sale price for positions sold; and XXX and the applicable Adviser/Sub-Adviser shall provide the Board and the Valuation Committee at each meeting of the Board and the Valuation Committee a list of all illiquid securities and restricted securities (including Rule 144A Securities) held by a Fund and the percentage of the Fund s portfolio represented by illiquid securities and restricted securities (see Section 5 of the Liquidity Procedures). Fair Valuation Determination Procedures. In the event a Fund holds or acquires a security for which a Fair Value Determination is required, the Fair Value Committee shall determine the Fair Value of the security. Such Fair Value Determinations shall be reported to the Valuation Committee and to the Board at their next quarterly meeting or earlier if requested by the Valuation Committee. At the meeting of the Fair Value Committee called for the purpose of making a Fair Value Determination, the representative of the applicable Adviser/Sub-Adviser who is knowledgeable regarding the security will describe to the Fair Value Committee the nature of the security, any circumstances requiring a Fair Value determination and the Adviser/Sub-Adviser s recommended valuation methodology. Overall Standards For Fair Value Determinations. As a general principle, the Fair Value of a security is the amount that a Fund might reasonably expect to realize upon the security s current sale. There is no single standard for determining the Fair Value of a security. Rather, in determining the Fair Value of a security, the Fair Value Committee, in applying the methodologies and procedures in these Valuation Procedures or in proposing and implementing new valuation methodologies to Fair Value a security shall take into account applicable statutory and regulatory requirements and guidance including, without limitation, Section 2(a)(41) of the 1940 Act, and Rules 2a-4 and 38a-1 thereunder, guidance provided by the SEC with respect to valuation of fund assets and securities, including without limitation, Accounting Series Release ( ASR ) 113 ( Restricted Securities ), ASR 118 ( Accounting for Investment Securities/Valuation of Securities ), interpretive guidance from the staff of the SEC and the relevant factors and surrounding circumstances applicable to the specific security, which may include, among other things: (i) the nature and pricing history

11 (if any) of the security; (ii) whether any dealer quotations for the security are available; (iii) possible valuation methodologies that could be used to determine the Fair Value of the security; (iv) the recommendation of the relevant Adviser/Sub- Adviser with respect to the valuation of the security; (v) whether the same or similar securities are held by other Funds managed by the relevant Adviser/Sub-Adviser and the methodologies used to value comparable or similar securities in those Funds; (vi) the extent to which the Fair Value Determination will be based on data or formulae produced by third parties independent of the applicable Adviser/Sub- Adviser; (vii) the liquidity or illiquidity of the market for the security; (viii) the existence of merger proposals, tender offers or other types of exit events for shareholders of the security s issuer; (ix) court action or governmental intervention with respect to a security or its issuer; and (x) price changes of a relevant market index that serves as a reasonable proxy instrument for the Fair Valued security. Objective, verifiable data should be given greater weight than subjective conclusions or opinions. The Fair Value Committee should recognize the inherent conflict of interests when seeking valuation input from the Adviser/Sub-Adviser s representative, even while recognizing the importance of the Adviser/Sub- Adviser s knowledge of the security being valued as reflected in the Adviser/Sub- Adviser s valuation recommendation. With respect to a Fair Value Determination of a fixed income security, the applicable Adviser/Sub-Adviser shall document for the Fair Value Committee s reference, a fixed income security or securities with similar: (i) maturity, average life or effective maturity or effective duration; (ii) security structure (e.g. callable or non-callable); (iii) security structure with respect to credit (senior or subordinate); (iv) credit quality (e.g., a rating by an NRSRO or determined by the applicable Adviser/Sub-Adviser to be comparable to the relevant rating); and (v) industry or economic sector issuer (e.g. bank, electric utility). With respect to asset-backed securities ( ABS ) and mortgage-backed securities ( MBS ), the Adviser/Sub-Adviser shall document, for the Fair Value Committee s reference, ABS or MBS with similar: (i) underlying collateral, (ii) security structure with respect to payment priority (e.g. pass-through, sequential or planned amortization), (iii) security structure with respect to credit (senior or subordinate), (iv) prepayment speed, (v) average life or effective maturity or effective duration, (vi) collateral age, (vii) embedded option sensitivities, and (viii) credit quality. In certain cases in which a significant portion of a Fund s assets are invested in foreign securities, upon approval by the Board or the Valuation Committee, XXX shall arrange for Interactive Data Corporation ( IDC ), or another pricing agent as may be selected hereunder, to provide Fair Value pricing for such foreign traded security, to account for differences in security prices that may result after the close of the foreign securities market on which such securities are traded and before the Valuation Time. Such adjustment will be based, in the case of IDC, on IDC s mathematical model, which uses measurements of activities in US markets to adjust the local market quotations for foreign securities on a daily basis.

12 Application of Fair Value Committee Determinations. Period of Effectiveness. A determination by the Fair Value Committee that a security held by a Fund should be valued in a particular manner shall be effective for all subsequent calculations of the Fund s NAV until such time as: (A) (B) (C) the Fund no longer owns the security in question; a Fair Value Determination is no longer required for the security; or the Fair Value Committee determines to modify or terminate its prior determination with respect to the security. Securities for which a Market Quotation Becomes Readily Available. In the event that based on the Fair Value Committee s determination that a market quotation for such security has become readily available, the security shall be valued in accordance with Section 3. The change in valuation procedures shall occur at the next Valuation Time after the Fair Value Committee has given notice to XXX that a market quotation for the security is readily available. 5. FAIR VALUE DETERMINATIONS - SPECIAL CIRCUMSTANCES a. Restricted Securities. In recommending to the Fair Value Committee a valuation methodology for a security whose resale is subject to a legal or contractual restriction (a restricted security ), the applicable Adviser/Sub-Adviser shall obtain a valuation (if available) based on the current bid for the restricted security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances). The Fair Value Committee shall consider such recommendation of the Adviser/Sub-Adviser in determining the Fair Value of such security. If the applicable Adviser/Sub-Adviser is unable to obtain a current bid for a restricted security from such independent dealers or other independent parties, the Fair Value Committee shall determine the Fair Value of such security. The factors that may be considered by the Fair Value Committee in valuing a restricted security include (in addition to the Overall Factors that apply to security valuation under these Procedures (see Section 4 (e)), but are not limited to (A) the type of security; (B) the cost at date of purchase; (C) the size and nature of the Fund s holdings; (D) the discount from market value of unrestricted securities of the same class at the time of purchase and

13 6. PRICING ERRORS subsequent thereto; (E) information as to any transactions or offers with respect to the security; (F) the nature and duration of restrictions on disposition of the security and the existence of any registration rights as well as any estimation of the cost of registration or otherwise qualifying the security for public sale, including commissions; (G) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness; (H) the level of recent trades of similar or comparable securities; (I) the liquidity characteristics of the security; (J) current market conditions; (K) the market value of any securities into which the security is convertible or exchangeable; (L) the security s embedded option values; and (M) information about the financial condition of the issuer and its prospects. The Trust has adopted policies for Correction of Pricing Errors (See Appendix B attached hereto), which are to be read in conjunction with these procedures. Pricing errors result when one or more shareholder transactions in the Fund have been processed at an NAV that is determined to have been materially inaccurate. The Trust s Policies for Correction of Pricing Errors provide general guidance in the event of a pricing error and guidelines for determining materiality.

14 Correction Procedures FUND SECURITIES VALUATION PROCEDURES APPENDIX B NAV ERROR CORRECTION PROCEDURES 1. If the NAV error is less than one half of one percent of the originally computed NAV, the affected Fund should determine whether total Fund losses exceeded total Fund benefits for the error period. If the Fund incurred a net loss, the responsible party (e.g., the adviser, administrator or recordkeeping agent) should reimburse the Fund for the net loss. If the Fund had a net benefit, no action need be taken; however, such net benefit should not be carried forward in connection with any similar analyses performed in the future with respect to other NAV errors that may arise. 2. If the NAV error equals or exceeds one half of one percent of the originally computed NAV, (a) account adjustments should be made to compensate shareholders for shareholder losses, and (b) the responsible party should reimburse the relevant Fund for the Fund losses. a. With respect to individual shareholder losses, the Fund (or responsible party) should pay to individual redeeming shareholders any additional redemption proceeds owed and in the case of share purchases either refund excess subscription monies paid or credit the shareholder account as of the date of the error by issuing additional shares. Only individual shareholders whose losses exceed a de minimis amount of $25 will be made whole. b. With respect to any Fund losses, either the responsible party (or the individual redeeming shareholders or shareholders who received excess shares upon purchase) should reimburse the Fund for the amount of the Fund losses. Fund benefits and Fund losses shall not be netted where the error equals or exceeds one-half of one percent of NAV, to the extent that Fund benefits were paid out by the Fund to shareholders as account adjustments. 3. In the case of an error that extends over more than one day and the amount of the error fluctuates above and below one half of one percent over that period, individual shareholder adjustments should be effected for those days in which the error was equal to or exceeded one half of one percent. With respect to the remaining days, the Fund level process described above may be applied. 4. The process described above should be a comprehensive analysis encompassing all known errors. If there is a subsequent discovery of an error that affects an NAV error period as to which corrections were made in the manner described above, the subsequently discovered error should be analyzed in isolation without taking into consideration the previously corrected error.

15 5. On a quarterly basis the Board shall receive a report on all NAV errors from the CCO. The report, at a minimum, will contain the dates of the error(s), the original and corrected NAVs, the amount of loss incurred or benefit received by the affected Fund, the responsible party, the corrective action taken and whether adjustments were required at the shareholder account level. 6. See Exhibit 1 attached hereto for a flow chart of the above procedures. Definitions a. NAV error is defined as one or more errors in the computation of a Fund s net asset value per share that, when considered cumulatively, result in a difference between the originally computed NAV and the corrected NAV of at least $0.010 per share. This computation is based upon the actual difference and is not based upon the rounding of NAV to the nearest cent per share. b. The NAV error period comprises those days during which an NAV error existed. c. Fund loss refers to a situation in which a Fund has either paid excessive redemption proceeds as a result of an overstatement of NAV or received insufficient subscription proceeds as a result of an understatement of NAV. When such a Fund loss occurs, the individual shareholders effecting transactions will have received a corresponding benefit (a shareholder benefit ). d. Fund benefit refers to a situation in which a Fund has either paid insufficient redemption proceeds as a result of an understatement of NAV or received excessive subscription proceeds as a result of an overstatement of NAV. When such a Fund benefit occurs, the individual shareholders effecting transactions will have suffered a corresponding loss (a shareholder loss ).

16 EXHIBIT 1- NAV ERROR CORRECTION No Is NAV Error > 1 cent per share? Error deemed immaterial; No retroactive corrective action required. Yes Is NAV Error > ½% of NAV? No Determine total fund loss and total fund benefit during error period. If the fund incurred a net loss, the responsible party should reimburse the fund. If the fund had a net benefit, no action need be taken. A net benefit cannot be carried forward to offset a future fund loss. Yes Account adjustments should be made to compensate shareholders for shareholder losses. Pay individual shareholders any additional redemption proceeds owed and either refund excess subscriptions monies paid or credit the shareholder account with additional shares. If account adjustment is less than a de minimis amount (e.g. $25), account adjustment need not be made. In addition, the responsible party should compensate the fund for fund losses. Net Redemptions = Fund Loss NAV Overstated Net Purchases = Fund Benefit Net Purchases = Fund Loss NAV understated Net Redemptions = Fund Benefit Determine total fund loss during error period. Either the responsible party or the individual shareholder (who experienced a benefit) should reimburse the fund for the amount of the fund loss. Note that there is no netting of fund benefits with fund losses to the extent fund benefits were paid out by the fund to shareholders as account adjustments.