IN WITNESS WHEREOF, the undersigned has duly executed this
Agreement as of the day and date first set forth above.

GAIN HOLDENGS, LLC
By:

Gl itevens
Manager


except as herein otherwise provided hold office until his or her successor or shall have
been chosen and shall qualify. Except as otherwise provided by the CEA, any number of
offices may be held by the same person. No officer of the Company may be subject to a
statutory disqualification under Section 8a(2) of the CEA or have a history of
disciplinary offenses within the meaning of CFTC Regulations | .63(a)(6). Each officer
shall be of sufficiently good repute and possess the requisite skills and expertise to fulfill
his or her responsibilities in the management and governance of the Company, to have a
clear understanding of such responsibilities and to exercise sound judgment about the
affairs of the Company.

(c) Other Officers. Other officers may from time to time be appointed by the
Board, which other officers shall have such powers and perform such duties as may be
assigned to them by the Board or the officer or committee appointing them.

(d) Removal of Officers. Any officer of the Company may be removed from
office, with or without cause, by a vote of a majority of the Board, in compliance with
the requirements of the CEA.

(e) Resignation. Any officer of the Company may resign at any time. Such
resignation shall be made in writing or by electronic transmission and shall take effect at
the time specified therein, and if no time be specified, at the time of its receipt by the
CEO. The acceptance of a resignation shall not be necessary in order to make it
effective, unless so specified therein.

(f) Filling of Vacancies. A vacancy in any office shall be filled by the Board
or by the authority appointing the predecessor in such office.

(g) Compensation. The compensation of the officers shall be fixed by the
Board, or by any committee upon whom power in that regard may be conferred by the
Board.

(h) Chairman of the Board. The Chairman of the Board, if any, shall be a
Director and shall preside at all meetings of the Board at which he shall be present, and
shall have such power and perform such duties as may from time to time be assigned to
him or her by the Board. He shall have power to call special meetings of the Members
or of the Board at any time.

(i) Vice Chairmen of the Board. The Vice Chairmen of the Board, if any,
shall, subject to the direction of the Board, at the request of the CEO or in the absence of
the CEO or in case of the CEO being unable to perform his or her duties from any cause,
perform the duties of a CEO, and, when so acting, shall have all the powers of, and be
subject to all restrictions upon, a CEO. The Vice Chairmen of the Board, if any, shall
also perform such other duties as may be assigned to them by the Board.

Gj) Chief Compliance Officer. The Chief Compliance Officer shall be appointed
by the Board and shall oversee and review compliance of the SEF operated by the

11


3. Taking Company Business Opportunities

No Covered Person may take for themselves opportunities that rightfully belong to
GTX. These opportunities rightfully belong to GTX when, for example, the opportunity
is in the same general line of business as GTX's business, GTX has pursued the
opportunity, GTX has been offered the opportunity, GTX has funded the opportunity or
GTX has devoted facilities or personnel to develop the opportunity. Any situation in
which a Covered Person might wish to engage in an activity that might be considered
such an opportunity should discuss the matter with the CCO.

IL CODE OF ETHICS

1. General

GTX is committed to maintaining the highest standards of business conduct, ethics,
integrity and professionalism. This Code of Ethics reflects the business practices and
principles of behavior that support this commitment. We expect each Covered Person
to read and understand this code and its application to the performance of his or her
responsibilities as a director of GTX.

Covered Persons should also be aware that violations of the policies and procedures in
this Code of Ethics will be treated with the utmost seriousness.

2. Honest and Ethical Conduct

It is the policy of GTX to promote high standards of integrity by conducting our affairs
in an honest and ethical manner. The integrity and reputation of GTX depends on the
honesty, fairness and integrity brought to the job by each person associated with us.
Unyielding personal integrity is the foundation of corporate integrity.

Each Covered Person is expected to maintain a standard of conduct which reflects a
level of integrity and professionalism.

3. Compliance

Covered Persons may be asked, under certain circumstances and in accordance with
regulations set forth by the Commodity Futures Trading Commission (the "CFTC"), to
coordinate with appropriate regulatory authorities. GTX expects Covered Persons to
understand the legal and regulatory requirements applicable to them. Covered Persons
are encouraged to seek advice from the CCO in any situation where there is a question
pertaining to compliance with law or regulations (including the CEA and the
Regulations) or GTX's policies and procedures, including this Code of Ethics.

4. Use of Non-Public Information is Prohibited

Consistent with GTX's strict insistence on the protection of its confidential information

21


"Board" shall mean the board of directors as set forth in Section 3.1.
"Book Value" shall have the meaning specified in Section 2.2.
"Capital Account" shall have the meaning specified in Section 4.1.

"Capital Contribution" shall mean a contribution by a Member to the capital of
the Company pursuant to this Agreement.

“CEA” shall mean the U.S. Commodity Exchange Act, as amended from
time to time.

“CEO” shall have the meaning specified in Section 3.1(b).

"Certificate" shall mean the Certificate of Formation of the Company as filed
with the Secretary of State of Delaware, as it shall be amended from time to time.

"CFTC" shall mean the U.S. Commodity Futures Trading Commission.

"CFTC Regulations" shall mean the rules and regulations promulgated by the
CFTC or any successor regulatory body.

"Code" shall mean the Internal Revenue Code of 1986, as amended. Any
reference to a section of the Code shall include any amendatory or successor
provision thereto.

"Company" shall have the meaning specified in the preamble hereto.

"Contribution Percentage" shall mean the percentage that is equal to the
Capital Contribution made by a Member expressed as a percentage of all the Capital
Contributions made by the Members, or such percentages as specified in Exhibit A
hereto, as such Exhibit may be amended from time to time.

"Director" shall mean a member of the Board.

"Emergency" shall mean any occurrence or circumstance that in the opinion
of the Board or a person duly authorized to make the determination, requires
immediate action and threatens the ability of the Company to carry out its functions,
including, but not limited to, any physical emergency, any circumstance that would
materially affect its ability to carry out performance of its contractual obligations,
including the bankruptcy of a service provider, any action taken by a governmental
agency which would have a direct impact on the Company carrying out its functions,
and any other circumstance having a severe, adverse effect upon the functioning of
the Company.

"Fiscal Year" shall have the meaning specified in Section 4.4.


EXHIBIT A

Member and Address Capital Contribution Contribution Percentage
Gain Holdings, LLC $100.00 100%
135 Route 202/206
Bedminster, NJ 07921



The prevention, detection and reporting of bribery is the responsibility of everyone engaged
by GTX. As such concerns must be raised about any instance of bribery or corruption at the
earliest possible opportunity. Such disclosure can be made to the CCO. Failing to
report your suspicions will be considered a failure to comply with this policy.

7. Global Laws and Regulations
Covered Persons must be aware of the following laws and regulations:
A) US Foreign Corrupt Practices Act 1977 (the "FCPA"):

The FCPA prohibits any person company or other person (legal, natural or
otherwise) from using any means, corruptly in order to bribe or offer to bribe a
foreign official to influence the foreign official in his or her official capacity, to
induce the foreign official to act in violation of his or her lawful duty, or to secure
any improper advantage in order to assist in obtaining or retaining a business
advantage. Individuals and firms may also be guilty if they assist someone else to
violate the bribery provisions or conspire to violate them. This includes third
party payments. The penalties for violation of the FCPA are split between
criminal and civil. Criminal penalties for businesses are a fine of up to $2
million; officers, directors, stockholders, employees and agents are subject to a
fine of up to $100,000 and five years’ imprisonment. These fines can be
significantly higher under the Alternative Fines Act. Civil penalties allow the
Attorney General or SEC to bring a civil fine of up to $10,000 against anyone. In
an SEC enforcement action, there may also be an additional fine levied ranging
between $5,000-100,000 for individuals and $50,000 to 500,000 for any other
person.

B) U.S. Embargoes, which generally prohibit U.S. companies, their subsidiaries and
their employees from doing business with countries, or traveling to, subject to
sanctions imposed by the U.S. government (currently, Cuba, Iran, North Korea,
Sudan and Syria), as well as specific companies and individuals identified on lists
published by the U.S. Treasury Department;

C) U.S. Export Controls, which restrict exports from the U.S. and re-exports from
other countries of goods, software and technology to many countries, and
prohibits transfers of

U.S.-origin items to denied persons and entities; and
D) Anti-boycott regulations, which prohibit U.S. companies from taking any action
that has the effect of furthering or supporting a restrictive trade practice or boycott

imposed by a foreign country against a country friendly to the U.S. or against any
U.S. person.

24


2. Procedures and Guidelines

The CCO will evaluate the actual or potential conflict, and will determine what course of
action, if any, GTX must take, which may include disclosure to the Board.

Ifthe CCO determines that disclosure to the Board or other governing body is appropriate,
the Covered Person must, upon request, provide all facts to the CCO, the Board or members
of any committee of the Board, as applicable, considering the possible conflict of interest.
After all facts are provided, such director shall recuse himself or herself from the Board, the
committee of the Board or other governing body, as applicable, and shall not participate in
the final deliberation or decision regarding the matter under consideration while the
determination of a conflict of interest is discussed and voted upon. The remaining Board,
committee or governing body members, as applicable, and the CCO shall decide if a conflict
of interest exists, and the appropriate course of action GTX should take,

3. Violations

If the CCO or the Board has reasonable cause to believe a Covered Person has failed to
disclose actual or possible conflicts of interest, the CCO or the Board shall inform the
person of the basis for such belief and afford the person an opportunity to explain the
alleged failure to disclose. If, after hearing the Covered Person's response and after making
further investigation as warranted by the circumstances, the CCO and the Board determine
the Covered Person has failed to disclose an actual or possible conflict of interest, the CCO
and the Board shall take appropriate action.

The minutes of meetings of the Board or other governing board shall contain the following:

A) The names of the persons who disclosed or otherwise were found to
have an actual or possible conflict of interest, the nature of the conflict
of interest, any action taken to determine whether a conflict of interest
was present, the CCO's and the Board or governing body's decision as
to whether a conflict of interest in fact existed, and the recommended
course of action to resolve any conflict; and

B

The names of the persons who were present for discussions and votes
relating to the transaction or arrangement that presents a possible
conflict of interest, the content of the discussion, including any
alternatives to the transaction or arrangement, and a record of any
votes taken in connection with the proceedings.

4 Board Memberships
All Covered Persons shall disclose any existing and pending memberships on any board of
directors or a similar body for an outside company or government agency. Helping the

community by serving on boards of non-profit or community organizations is encouraged,
and does not require disclosure or waiver.

20


to make bids or tenders for all or any portion of the assets of the Company, and such assets
shall not be sold to an outsider except only for a price higher than the highest and best bid
of a single Member, the Members jointly, or a combination of Members.

ARTICLE VIII.
MISCELLANEOUS

Section 8.1. Certificate Requirements. From time to time the Members shall
sign and acknowledge all such writings as are required to amend the Certificate or for the
carrying out of the terms of this Agreement or, upon dissolution of the Company, to cancel
such Certificate. Each Member is hereby designated as an authorized person to sign the
Company's Certificate and any other documents that are appropriate and necessary to
effectuate the purpose of this Agreement.

Section 8.2. Notices.

(a) All notices, consents, approvals, reports, designations, requests, waivers, elections
and other communications (collectively, "Notices") authorized or required to be given
pursuant to this Agreement shall be given in writing and either personally delivered to the
Member to whom itis given or delivered by an established delivery service by which
receipts are given or mailed by registered or certified mail, postage prepaid, or sent by
facsimile.

(b) All Notices shall be deemed given (i) when delivered personally to the
recipient, (ii) when sent to the recipient (with receipt confirmed by sender's machine) by
telecopy if during normal business hours of the recipient, otherwise on the next business
day, or (iii) one (1) business day after the date sent to the recipient (three (3) business days
in the case of international delivery) by reputable express courier service (charges prepaid).
Any Member may change its address for the receipt of Notices at any time by giving Notice
thereof to all of the other Members, in which event Exhibit A hereto shall be amended
accordingly. Notwithstanding the requirement in Section 8.2(a) as to the use of registered or
certified mail, any routine reports required by this Agreement to be submitted to Members at
specified times may be sent by first-class mail.

Section 8.3. Parties in Interest; Third-Party Beneficiaries.

(a) Neither this Agreement nor any of the rights, duties, or obligations of any
party hereunder may be transferred or assigned by a party hereto, except in connection
with a Transfer of Interests as specified in Section 2.5. Subject to the foregoing, this
Agreement shall be binding upon, and inure to the benefit of the parties hereto and their
respective successors and assigns.

(b) This Agreement shall not confer any rights or remedies upon any person or
entity other than the parties hereto, the Indemnified Persons, and their respective

15


decision affecting the SEF operated by the Company. Each Director shall comply with the
Relevant Policies. Each Director shall be of sufficiently good repute and possess the
requisite skills and expertise to fulfill his or her responsibilities in the management and
governance of the Company, to have a clear understanding of such responsibilities and to
exercise sound judgment about the affairs of the Company. No Director may be subject to
a statutory disqualification under Section 8a(2) of the CEA or have a history of
disciplinary offenses within the meaning of CFTC Regulations | .63(a)(6).

(d) Annual Self Review. The Board shall review its performance annually. The
Board shall consider periodically using external facilitators for such reviews.

(e) Emergency. Upon the request of the CEO, the Vice-President or the Chief
Compliance Officer of the Company, the Board shall participate in any discussion related
to an Emergency.

(f) Chief Compliance Officer Meetings. The Board shall meet with the Chief
Compliance Officer of the Company at least annually. Such meeting may occur in
person or by telephone.

(g) Meetings; Notice; Quorum. The Board shall hold a meeting for the purpose
of organization and the transaction of any business at least quarterly. Other regular
meetings may be held at such times as may be determined from time to time by resolution
of the Board. Special meetings of the Board may be called by the Chairman of the Board
or by the CEO. Meetings of the Board may be held at the principal office of the
Company, or at such place as shall be set forth in the notice of such meeting. Notice of
any special meeting, and, except as the Board may otherwise determine by resolution,
notice of any regular meeting also, shall be mailed to each Director addressed to him or
her at his or her residence or usual place of business at least two days before the day on
which the meeting is to be held, or if sent to him or her at such place by mail, e-mail,
facsimile transmission or other means of electronic transmission, or delivered personally
or by telephone, not later than the day before the day on which the meeting is to be held.
No notice of the annual meeting of the Board shall be required if it is held immediately
after the annual meeting of the Members, if any, and if a quorum is present. Any
business may be transacted and any corporate action may be taken at any regular or
special meeting of the Board at which a quorum shall be present, whether such business
or proposed action be stated in the notice of such meeting or not, unless special notice of
such business or proposed action shall be required by the Act. A majority of the
Directors at any time in office shall constitute a quorum. At any meeting at which a
quorum is present, the vote of a majority of the members present shall be the act of the
Board unless the act of a greater number is specifically required by the Act or by the
Certificate, as such certificate may be amended from time to time, or this Agreement.

(h) Compensation. The Directors that are employees of the Company, of any
Member or of any affiliate of any Member shall not receive any stated salary for their
services as directors, but each Director shall be entitled to reimbursement from the
Company for his or her reasonable expenses incurred with respect to duties as a member


may come in contact with other data or information that pertains to our business, or third
parties that is confidential or sensitive in nature.

Covered Persons of GT X who have received or have access to such confidential information
should take care to keep this information confidential. Confidential information includes any
Non-Public Information that might be of use to competitors or harmful to GTX or its
customers if disclosed, such as certain specifications, designs, plans, drawings, software code,
data, customer lists, prototypes or other business and technical information, the existence and
terms of various agreements to which GTX may be a party, GTX's internal financial
information, trading strategies or portfolio positions, any discussions, summaries, analyses,
studies, and, of course, any Non-Public Information.

In addition, Covered Persons may become aware of confidential information concerning third
parties before that information has been made available to the public.

Covered Persons must treat all of this information in the same manner as GTX is required to
treat its own confidential and proprietary information. You are expected to keep confidential
and proprietary information confidential unless and until that information is released to the
public through approved channels (i.e., public dissemination of certain swap information, a
press release, a CFTC filing, or a formal communication from a member of senior
management).

Covered Persons should take care not to inadvertently disclose confidential information.
Materials that contain confidential information, such as memos, notebooks, computer disks,
mobile devices, memory sticks and laptop computers, should be stored securely. Covered
Persons are not to post updates on behalf of GTX or pertaining to GTX's business on social
sites, message boards, and blog sites unless pre-approved by the CCO. GTX may employ
software to block access to social networking and blog sites, but in instances where such a
block is not in place, GTX's policy still applies. However, at times certain social networking
or blog sites can be relevant to GTX's activities. Accordingly, the CCO may grant specific
Covered Persons with a temporary exemption from this policy. If you have been granted
permission to post information pertaining to GTX on a social networking or blog site,
adherence to the following guidelines is required:

o You must create a new account using your firm email address, not a personal
email address. All contact information (email address and employment) must
be hidden or designated as private.

o You will need to provide the CCO with your login information for monitoring
purposes.

o Ifyou access social media or other blog sites for your personal use outside of the
firm's systems, please follow these guidelines:

0 Do not disclose any GTX proprietary or confidential information.

27


"Treasury Regulations" shall mean the regulations promulgated by the U.S.
Department of the Treasury under the Code.

Section 12. Name. The name of the Company shall be GTX SEF, LLC.

Section 13. Principal Place of Business. The Company's principal place of
business shall be at such place as a Majority-in-Interest of the Members shall designate from
time to time.

Section 1.4. Purposes. The purposes of the Company shall be to conduct any lawful
business, purpose or activity. The Company shall have the power to do any and all acts
and things necessary, appropriate, proper, advisable, incidental to or convenient for the
furtherance and accomplishment of such purposes, and for the protection and benefit of its
business.

Section 1.5. Duration. The Company shall be formed upon the filing of the Certificate
with the Office of the Secretary of State of Delaware pursuant to the Act and shall continue
until dissolved pursuant to Section 7.1.

Section 1.6. Limitation of Liability. The liability of each Member and each
employee of the Company to third parties for obligations of the Company shall be limited
to the fullest extent provided in the Act and other applicable law.

ARTICLE I.

CAPITAL CONTRIBUTIONS; OTHER FINANCING; INTERESTS IN THE
COMPANY

Section 2.1. Capital Contributions. Each Member has made a Capital Contribution
as of the date hereof in the respective amount specified opposite its name on Exhibit A and
shall have Contribution Percentages as set forth in such Exhibit A, which Contribution
Percentages shall be adjusted in Exhibit A from time to time to properly reflect the admission
of new Members or any other event having an effect on a Member's Contribution
Percentage. Subsequent contributions, if any, to the Company by the Members shall be made
in accordance with the Members' Contribution Percentages.

Section 2.2. Determination of Book Value of Company Assets.

(a) Book Value. Except as set forth below, Book Value of any Company
asset is its adjusted basis for federal income tax purposes.

(b) Initial Book Value. The initial Book Value of any assets contributed by a
Member to the Company shall be the gross fair market value of such assets at the time of
such contribution.


"Indemnified Persons" shall have the meaning specified in Section 3.4.

"Independent Perspective" shall mean a viewpoint that is impartial regarding
competitive, commercial or industrial concerns and contemplates the effects of a
np roa orn P
decision on all constituencies involved.

"Interest" shall mean the proportionate interest of a Member in the Company
based on such Member's Capital Account relative to the Capital Accounts of all
Members.

"Liquidating Member" shall have the meaning specified in Section 7.2(a).

"Majority-in-Interest of the Members" shall mean any one or more
Members having more than fifty percent (50%) in the aggregate of the Interests of
all Members.

"Members" shall have the meaning specified in the preamble hereto.

"Net Profits" and "Net Losses" shall mean the income and loss of the Company
as determined in accordance with the accounting methods followed by the Company
for federal income tax purposes including income exempt from tax and described in
Code Section 705(a)(1 )(B), treating as deductions items of expenditure described in,
or under Treasury Regulations deemed described in, Code Section 705(a)(2)(B) and
treating as an item of gain (or loss) the excess (deficit), if any, of the fair market value
of distributed property over (under) its Book Value. Depreciation, depletion,
amortization, income and gain (or loss) with respect to Company assets shall be
computed with reference to their Book Value rather than to their adjusted bases.

"Notices" shall have the meaning specified in Section 8.2(a).

"Person" shall mean an individual, corporation, association, limited liability
company, limited liability partnership, partnership, estate, trust, unincorporated
organization, government or any agency or political subdivision thereof, or any other
legal entity.

"Relevant Policies" shall mean the Directors’ Conflicts of Interest Policy and
Code of Ethics attached hereto as Exhibit B, as such Exhibit may be amended from
time to time.

"SEF" shall mean a swap execution facility as defined in Section la of the
CEA.

"Transfer" shall mean any direct or indirect sale, assignment, gift,
hypothecation, pledge or other disposition, whether voluntary or by operation of law,
by sale of stock or partnership interests, or otherwise, of an Interest or of any entity
which directly or indirectly through one or more intermediaries holds an Interest.


permitted successors and assigns.

Section 8.4. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof, and supersedes all prior
agreements and understandings among the Members with respect to the subject matter
hereof.

Section 8.5. Modification. No change or modification of this Agreement shall be
of any force unless such change or modification is in writing and has been signed by all of
the Members. No waiver of any breach of any of the terms of this Agreement shall be
effective unless such waiver is in writing and signed by the Member against whom such waiver
is claimed. No waiver of any breach shall be deemed to be a waiver of any other or
subsequent breach.

Section 8.6. Severability. If any provision of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. Furthermore, in lieu of any
such invalid, illegal or unenforceable term or provision, the parties hereto intend that there
shall be added as a part of this Agreement a provision as similar in terms to such invalid,
illegal or unenforceable provision as may be possible and be valid, legal and enforceable.

Section 8.7. Further Assurances. Each Member shall execute such deeds,
assignments, endorsements, evidences of Transfer and other instruments and documents and
shall give such further assurances as shall be necessary to perform its obligations hereunder.

Section 8.8. Governing Law. This Agreement shall be governed by and be
construed in accordance with the laws of the State of Delaware.

Section 8.9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall constitute one and the
same instrument.

Section 8.10. Waiver of Partition. Each Member hereby waives its right to bring an
action for partition of any of the property owned by the Company.


Section 2.6. SEF Financial Resources. The Company must maintain sufficient
financial resources to perform its statutory duties related to the SEF operated by the
Company. The Company shall maintain financial resources as required by the CFTC
Regulations.

ARTICLE Il.
MANAGEMENT
Section 3.1. Board of Directors.

(a) General Provisions. The Members shall appoint a Board of Directors (the
"Board") to oversee the business and management of the Company. Except for specific
voting and consent rights afforded to the Members in this Agreement, the Board shall
have the full right and authority (acting on behalf of the Members) to manage the
business and affairs of the Company. The Board may, in its sole discretion but subject to
the terms of this Agreement, delegate rights and responsibilities regarding day-to-day
management of the Company to a committee established by the Board or officers or
employees of the company and may subcontract such rights and responsibilities to third
parties. Any matter that would have required the approval of the board of directors of the
Company if it were a Delaware corporation shall require the approval of the Board.

(b) Board Composition; Duration of Office; Removal and Resignation;
Vacancies. The Board shall consist of at least three (3) Directors. A Majority-in-Interest
of the Members may increase or decrease the number of Directors from time to time;
provided, however, that the Board shall consist of at least three (3) Directors. The
Directors need not be Members. The Directors shall, except as hereinafter provided, hold
office until their successors are elected and qualify. Any Director may be removed from
the Board, with or without cause, by the Majority-in-Interest of the Members, and the
office of such Director shall forthwith become vacant; provided. however, that the
Majority-in- Interest of the Members or a majority of the remaining Directors, though less
than a quorum, shall remove any Director where the conduct of such Director is likely to
be prejudicial to the sound and prudent management of the SEF operated by the Company.
Any Director may resign at any time. Such resignation shall be made in writing or by
electronic transmission and shall take effect at the time specified therein, and if no time be
specified, at the time of its receipt by the chief executive officer of the Company (the
"CEO"). The acceptance of a resignation shall not be necessary to make it effective,
unless so specified therein. Any vacancy among the Directors, occurring from any cause
whatsoever, may be filled only by a Majority-in-Interest of the Members. Any person
elected to fill a vacancy shall hold office. subject to the right of removal as hereinbefore
provided, until his or her successor is elected and qualifies. Each Director shall have one
(1) vote. The governance arrangements of the Company are transparent to support, among
other things, the objectives of the federal government pursuant to Section 21 (f)(2) of the
CEA.

(c) Qualifications of Directors; Consideration of Independent Perspective.
Each Director shall in good faith consider an Independent Perspective in making any

6


and confidential information of Covered Persons may not use or disclose any information
(including any swap information that has not yet been publicly disseminated) obtained from
GTX or its systems (together, "Non-Public Information") for non-GTX purposes. In
addition, Covered Persons may not misuse their positions at GTX to improperly impact the
financial markets. Thus, Covered Persons are prohibited from: (1) disclosing to others (with
the exception of people inside GTX with a "need to know") Non-Public Information: (2)
trading any instruments while in possession of Non-Public Information concerning those
instruments (or their issuer) that they obtained in connection with their work for GTX; (3)
investing in an entity with which GTX has a significant relationship; (4)

engaging in any other investment activity that could compromise objectivity, give the
appearance of impropriety or of a conflict of interest, or of taking unfair advantage of one's
position at GTX; or (5) violate the CEA, including, without limitation, use of any Non-Public
Information received from employees of any SEF, designated contract market, swap execution
facility, derivatives clearing organization or registered futures associations (including any
affiliate of GTX that is registered in any such capacity with the CFTC) for improper or
unlawful purposes.

5. Securities Insider Trading

While GTX is regulated by the CFTC and only collects information pertaining to instruments
under the CFTC's jurisdiction, federal and state securities laws prohibit any purchase or sale of
securities by a person having material non-public information if such information was
improperly obtained or if the use of such information for trading has not been properly
authorized or in certain other circumstances. All non-public information about GTX or about
companies with which we do business is considered confidential information. To use material
non-public information in connection with buying or selling securities, including "tipping"
others who might make an investment decision on the basis of this information, is not only
unethical, it is illegal. Covered Persons must exercise the utmost care when handling material
non-public information.

The persons covered by applicable securities laws include not only insiders of publicly traded
companies, but also any other persons who, under certain circumstances, learn of such
material non-public information about a company. Violation of these laws can result in severe
consequences, including fines and imprisonment. In addition, GTX may be subject to
liability for insider trading or tipping by a Covered Person.

Information is "material" if there is a substantial likelihood that a reasonable investor would
consider the information important in deciding whether to purchase, hold or sell a security or
other financial instrument. Information may be material even if it relates to speculative or
contingent events. If disclosure of information would affect the market price of a security,
whether positively or negatively, the information should be considered material.

Covered Persons should assume that all information obtained in the course of their association
with GTX, including Non-Public Information, is material non-public information unless the
information has been publicly disclosed by means of a press release, wire service, newspaper,
proxy statement or prospectus or in a public filing made with a regulatory agency, is publicly

22


EXHIBIT G

Formation Documents



committee shall act only as a committee, and the individual members thereof shall have no
powers as such.

(d) Record of Proceedings, ete. Each committee shall keep a record of its acts and
proceedings, and shall report the same to the Board when and as required by the Board.

(ec) Organization, Meetings, Notices, ete. A committee may hold its meetings at
the principal office of the Company, or at any other place which a majority of the
committee may at any time agree upon. Each committee may make such rules as it may
deem expedient for the regulation and carrying on of its meetings and proceedings. Any
notice of a meeting of such committee may be given by the chairman of the committee
and shall be sufficiently given if mailed to each member at his or her residence or
usual place of business at least five (5) days before the day on which the meeting is
to be held, or if sent to him or her at such place by mail, e-mail, facsimile
transmission or other means of electronic transmission, or delivered personally or by
telephone not later than forty-eight (48) hours prior to the time at which the meeting
is to be held.

(f) Compensation. The members of any committee shall be entitled to such
compensation as may be allowed them by resolution of the Board.

Section 3.3. Matters Requiring Member Consent.

(a) Admission of New Members. New or additional Members may be admitted
to the Company at any time upon the affirmative vote or consent of all the Members.
In the event of the admission of new or additional Members, Exhibit A hereto shall
be amended accordingly.

(b) Other. Without first obtaining the approval of the Majority-in-Interest of
the Members, the Board shall not, and shall not permit the Company to, either
directly or indirectly, by amendment, merger, consolidation or otherwise, do any of
the following:

|, Alter the terms, rights, preferences and privileges of the Members:

11. Amend, repeal or modify this Agreement;

111. Change the management rights, including without limitation, a
change in the size of the Board or in governance rights;

iv. Authorize or effect any sale, lease transfer or other disposition
(whether by merger, stock purchase, asset purchase or otherwise) of
substantially all of the assets of the Company;

v.  Liquidate, dissolve or wind up the Company:


of the Board or any committee thereof and by resolution of the Board a fixed fee may be
allowed for attendance at each meeting of the Board or any committee thereof.

(0) Action Without a Meeting. Any action required or permitted to be taken at
any meeting of the Board, or of any committee thereof, may be taken without a meeting
if all members of the Board or committee, as the case may be, consent thereto in writing
or by electronic transmission, and the writing or writings or electronic transmission or
transmissions are filed with the minutes of the proceedings of the Board or committee.
Such filing shall be in paper form if the minutes are maintained in paper form and shall
be in electronic form ifthe minutes are maintained in electronic form.

(0) Meetings Through Use of Communications Equipment. Members of the
Board, or any committee designated by the Board, shall, except as otherwise provided by
the Act, the Certificate, as such certificate may be amended from time to time, or this
Agreement, have the power to participate in a meeting of the Board, or any committee, by
means of a conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such participation shall
constitute presence in person at the meeting.

(k) Bank Accounts. The Board shall cause the Company to open and maintain bank
accounts, and all funds of every kind and nature received by the Company shall be
deposited in such accounts. Signatories for such accounts shall be authorized from time to
time by the Board.

Section 3.2 Committees

(a) Committees. Committees, whose members need not be Directors, may be
appointed by the Board, which committees shall hold office for such time and have such
powers and perform such duties as may from time to time be assigned to them by the
Board. Any member of such a committee may be removed at any time, with or without
cause, by the Board. Any vacancy in a committee occurring from any cause whatsoever
may be filled by the Board. Any committee that can exercise the full powers of the Board
must consist only of Directors and have the composition described in Section 3.1(c) of this
Agreement. Each Director that is a member of such committee shall in good faith
consider an Independent Perspective in making any decision affecting the SEF operated
by the Company.

(b) Resignation. Any member of a committee may resign at any time. Such
resignation shall be made in writing or by electronic transmission and shall take effect at
the time specified therein, or, if no time be specified, at the time of its receipt by the CEO.
The acceptance of a resignation shall not be necessary to make it effective unless so
specified therein.

(c) Quorum. A majority of the members of a committee shall constitute a
quorum. The act of a majority of the members of a committee present at any meeting at
which a quorum is present shall be the act of such committee. The members of a


Receipt and Acknowledgment:

L acknowledge that I have received a copy of GTX’s Directors’ Conflicts of Interest Policy and
Code of Ethics. I understand that each director is responsible Sor knowing and adhering to the
principles and standards set forth in this document.

Signature:

Print Name:

Date:

29


o Do not misrepresent yourself.

o Do not conduct any GTX business.
Please contact the CCO with any questions.
14. Waivers and Exceptions

Under certain circumstances, the CCO, in his or her sole discretion, may grant waivers or
exceptions to this Code of Ethics. In general, waivers or exceptions may be granted only
when the CCO reasonably determines that the requested waiver or exception will not pose
an inappropriate or unmanageable conflict of interest in keeping with GTX's Conflicts
Policy, will not negatively impact GTX's Mission, its ability to comply with its obligations
under the CEA or the Regulations, and will not result in any material harm to a Reporting
Entity or the public interest.

If the CCO grants a waiver or exception, the CCO shall supervise the memorialization of
pertinent information regarding the waiver or exception in GTX's Waiver and Exceptions
Log.

15.Compliance Standards and Procedures

The CCO shall supervise the delivery of this Code of Ethics to any new Covered Person
promptly after they become associated with GTX. Such person must indicate in writing to
GTX that they have read and understand the Code of Ethics. The CCO shall ensure that this
Code of Ethics is generally updated at least one time per year, that each such general update is
published to all Covered Persons, and that all such Covered Persons indicate in writing that
they have read and understand the update and the Code of Ethics. Additionally, the CCO shall
supervise the publication of any material update to any section of the Code of Ethics to all
Covered Persons. The CCO shall supervise the retention and storage of all prior versions of
this Code of Ethics among GTX's books and records.

Ifany Covered Person has any questions pertaining to this Code of Ethics, any of GTX's other
policies and procedures, or any other regulatory, legal, compliance, or ethical matter
pertaining to GTX, such person should contact the CCO for assistance.

16.Family Members and Close Personal Relationships

No Covered Person may use personal influence to direct GTX business to a company in
which any family member or friend has an interest.

28


(c) Adjustments. The Book Values of all of the Company's assets may be
adjusted by the Company to equal their respective gross fair market values, as determined by
the Members, as of the following times: (a) the admission of a new Member to the Company
or the acquisition by an existing Member of an additional interest in the Company from the
Company; (b) the distribution by the Company of money or property to a retiring or continuing
Member in consideration for the retirement of all or a portion of such Member's interest in the
Company; (c) the termination of the Company for federal income tax purposes pursuant to
Section 708(b)(1)(B) of the Code; and (d) such other times as determined by the Members.

(d) Depreciation and Amortization. The Book Value of a Company asset
shall be adjusted for the depreciation and amortization of such asset taken into account
in computing Net Profits and Net Losses and for Company expenditures and transactions
that increase or decrease the asset's federal income tax basis.

Section 2.3. Withdrawal of Capital; Limitation on Distributions. No Member
shall be entitled to withdraw any part of its Capital Contributions to, or to receive any
distributions from, the Company except as provided in Section 6.1 and Section 7.2. No
Member shall be entitled to demand or receive (i) interest on its Capital Contributions or (ii)
any property from the Company other than cash except as provided in Section 7.2(a).

Section 2.4. Allocation of Net Profits and Net Losses.

(a) (i) Net Profits shall first be allocated in proportion, to and to the extent of, the
excess of prior allocations of Net Losses under Section 2.4(b)(ii) below over prior allocations
of Net Profits under this Section 2.4(a)(i) and, then, (ii) among the Members in proportion to
their Contribution Percentages.

(b) (i) Net Losses shall first be allocated among the Members in proportion to
their Contribution Percentages until the Capital Account of any Member is reduced to zero,
then (ii) among the Members in proportion to, and to the extent of, their positive Capital
Account balances and, finally, (iii) to the Members in proportion to their Contribution
Percentages.

(c) Tax credits shall be allocated among the Members in proportion to their
Contribution Percentages.

(d) When the Book Value of a Company asset differs from its basis for federal or
other income tax purposes, solely for purposes of the relevant tax and not for purposes of
computing Capital Account balances, income, gain, loss, deduction and credit shall be
allocated among the Members under the traditional method with curative allocations under
Treasury Regulation Section 1.704-3(c).

Section 2.5. Restrictions on Transfers. No Member may Transfer any Interest without
the prior written consent of all Members (excluding the proposed Transferor and Transferee).
Upon any approved transfer, Exhibit A hereto shall be amended accordingly.


EXHIBIT B

DIRECTORS' CONFLICTS OF INTEREST POLICY AND CODE OF
ETHICS

GTX SEF, LLC (“GTX”) operates a registered swap execution facility (“SEF”). GTX's
mission (“Mission”) is to provide an execution facility for certain swaps in order to enhance
transparency, promote standardization, and reduce systemic risk in certain swap markets.
GTX has established governance arrangements that are transparent and that support, among
other things, the objectives of the federal government pursuant to Section 21(f)(2) of the
Commodity Exchange Act (the "CEA").

Each director of GTX (each, a “Covered Person”) must acknowledge his or her receipt and
understanding of this conflicts of interest policy (the “Conflicts Policy”) and Code of Ethics
(“Code of Ethics”) upon becoming a director of GTX, and upon the publication of a revised
version of the Conflicts Policy or Code of Ethics by the chief compliance officer of GTX
(“COO”). Directors who are employees of GTX or its affiliates must comply with any conflicts
of interest policy or code of ethics required by his or her employer.

L CONFLICTS OF INTEREST POLICY

1. General

GTX is committed to avoiding actual conflicts of interests, as well as to the management of
potential conflicts of interest, in its operations as a registered SEF. GTX has established this
Conflicts Policy to minimize conflicts of interest in the decision-making process of GTX
and to resolve conflicts of interest. GTX will examine its business practices to identify
practices that may cause a conflict of interest between GTX and its Mission obligations to
the federal government and obligations to parties that are members of the SEF.

Each Covered Person is subject to the requirements of this Conflicts Policy. Each Covered
Person is required to disclose actual or potential conflicts of interest to GTX with respect to
himself or herself promptly after such Covered Person learns of any such conflict of interest.
Such disclosure includes affiliations with any Reporting Entity.

2. Conflicts of Interest

A conflict of interest exists when there is a risk that the professional judgment or actions of a
Covered Person could be unduly influenced by a secondary interest. A business or personal
relationship may create a conflict of interest because it could impair the independent and
sound judgment of a Covered Person. G TX may face conflicts in evaluating business
considerations and compliance requirements with respect to GTX’s obligation to provide fair
and open access to the members and in the dealings between GTX’ officers and managers
on the one hand and GTX's board of directors (the “Board”) on the other.


Ifyou have a question as to whether an activity is restricted or prohibited, please
contact the CCO before taking any action, including giving any verbal assurances that
might be regulated by international laws.

8. Antitrust

Antitrust law is a body of law that prohibits anti-competitive behavior (monopoly) and
unfair business practices. Antitrust laws are intended to encourage competition in the
marketplace.

These competition laws make illegal certain practices deemed to hurt businesses or consumers
or both, or generally to violate standards of ethical behavior. Government agencies known as
competition regulators, along with private litigants, apply the antitrust and consumer
protection laws in hopes of preventing market failure. Antitrust laws generally prohibit
agreements in restraint of trade, monopolization and attempted monopolization, anticompetitive
mergers and tie-in schemes, and, in some circumstances, price discrimination.

GTX must avoid adopting any rule or taking any action that results in any unreasonable
restraint of trade; or imposing any material anticompetitive burden on trading, clearing or
reporting of swaps.

9. Document Retention

Directors should consult with the CCO regarding questions related to the GTX's document
retention guidelines or the propriety of disposing of GTX's documents or records.

10. Gifts and Entertainment

No Covered Person of GTX may directly or indirectly (a) receive from, or (b) solicit from
any entity or person with whom GTX does, or would like to do, business, the following:
gifts, payments, bonuses, fees, product samples, event tickets, or any other item that is of
more than nominal value (collectively, "Gifts"). An exception may be made for items that are
only of nominal or token value, such as logo pens, pads of paper, tote bags, or other such
items.

Covered Persons of GTX must report any gift given or received that relates in any way to
such Covered Person's work for GTX to the CCO within ten Business Days of the date of the
receipt of the gift or ten days prior to giving of the gift. The report shall include:

+ Name of the giver;

+ Name of the intended recipient;

+ Description of the gift;

+ Gift's estimated monetary value;

+ Nature of business relationship; and
+ Reason the gift is being given.

25


EXHIBIT G

OPERATING AGREEMENT
OF
GTX SEF, LLC

A DELAWARE LIMITED LIABILITY
COMPANY

OPERATING AGREEMENT (the "Agreement") of GTX SEF, LLC, and a
Delaware limited liability company (the "Company"), dated as of September 23,
2013 by and among the persons and entities listed on Exhibit A hereto (the
"Members").

WITNESSETH:

WHEREAS, the Members desire to form a limited liability company pursuant
to the provisions of the Limited Liability Company Act of the State of Delaware, as
amended from time to time (the "Act");

WHEREAS, the Members hereby constitute themselves a limited liability
company for the purposes and on the terms and conditions set forth in this
Agreement.

NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

ARTICLEI.
INTRODUCTORY PROVISIONS
Section 1.1. Certain Definitions. As used herein:

"Act" shall have the meaning specified in the recitals hereto.

"Affiliate" shall mean, with respect to any Person, any other Person who
controls, is controlled by or is under common control with such Person.

"Agreement" shall have the meaning specified in the preamble hereto.


Company with Section 21 of the CEA and related CFTC Regulations. The Chief
Compliance Officer shall have the authority and resources to develop and enforce
policies and procedures necessary to fulfill the duties set forth for chief compliance
officers in the CEA and CFTC Regulations related to the SEF operated by the Company.
The Chief Compliance Officer shall have qualifications set forth in Part 49 of the CFTC
Regulations. The Chief Compliance Officer may not be a member of the Company's
legal department or serve as its general counsel.

ARTICLE IV.

BOOKS; ELECTIONS; BUDGETS; FISCAL YEAR

Section 4.1. Administrative Services, Books, Records and Reports. The Board
shall cause to be performed all general and administrative services on behalf of the Company
in order to assure that complete and accurate books and records of the Company are
maintained at the Company's principal place of business showing the names, addresses and
interests of each of the Members, all receipts and expenditures, assets and liabilities, profits
and losses, and all other records necessary for recording the Company's business and affairs,
including a capital account for each Member (a"Capital Account").

Section 4.2. Adjustment of Capital Accounts.

(a) Each Member's Capital Account shall be increased by:

@

(ii)

(iii)
(iv)

the amount of any money contributed by such Member to the Company;

the fair market value of any property contributed by such Member
to the Company;

the amount of Net Profits allocated to such Member: and
the amount of any Company liabilities assumed by such Member (or

taken subject to) if property is distributed to such Member by the
Company.

(b) Each Member's Capital Account shall be decreased by:

(i)
(ii)
(iii)

(iv)

the amount of any money distributed to the Member by the Company;
the fair market value of any property distributed to the Member by the Company;
the amount of Net Losses allocated to the Member; and

the amount of any Member liabilities assumed by the Company (or taken subject
to) if property is contributed to the Company by the Member.

12


any of the following:
(a) The unanimous decision of the Members to dissolve the Company;

(b) The bankruptcy, death, dissolution, expulsion, incapacity, or withdrawal of any
Member, unless within ninety (90) days after such event the Company is
continued by the vote or written consent of a Majority-in-Interest of the Members;
or

(c) The entry of a decree ofjudicial dissolution under Section 18-802 of the Act.
Section 7.2. Winding up Affairs and Distribution of Assets.

(a) Upon dissolution of the Company, and in the absence of an election to
continue the business of the Company pursuant to Section 7.1(b), one or more Members
elected by a Majority-in-Interest of the Members shall be the liquidating Member(s) (each,
a "Liquidating Member") and shall proceed to wind up the affairs of the Company,
liquidate the remaining property and assets of the Company and wind-up and terminate the
business of the Company, in all cases in compliance with the requirements of the CEA.
The Liquidating Member shall cause a full accounting of the assets and liabilities of the
Company to be taken and shall cause the assets to be liquidated and the business to be
wound up as promptly as possible by either or both of the following methods: (1) selling
the Company assets and distributing the net proceeds therefrom (after the payment of
Company liabilities) to each Member in satisfaction of its Capital Account; or (2) if all
Members shall agree, distributing the Company assets to the Members in kind and debiting
the Capital Account of each Member with the fair market value of such assets, each
Member accepting an undivided interest in the Company assets (subject to their liabilities)
in proportion to and to the extent of each Member's positive Capital Account balance after
allocating and crediting to the Capital Accounts the unrealized gain or loss to the Members
as if such gain or loss had been recognized and allocated pursuant to Section 2.4.

(b) Ifthe Company shall employ method (1) as set forth in Section 7.2(a)
in whole or part as a means of liquidation, then the proceeds of such liquidation shall be
applied in the following order of priority: (i) first, to the expenses of such liquidation; (ii)
second, to the debts and liabilities of the Company (including debts of the Company to the
Members or their Affiliates and any fees and reimbursements payable under this
Agreement), in the order of priority provided by law; (iii) third, a reasonable reserve shall
be set up to provide for any contingent or unforeseen liabilities or obligations of the
Company to third parties (to be held and disbursed, at the discretion of the Liquidating
Member(s), by an escrow agent selected by the Liquidating Member(s)) and at the
expiration of such period as the Liquidating Member(s) may deem advisable, the balance
remaining in such reserve shall be distributed as provided herein; (iv) fourth, to the
Members in accordance with Section 6.1.

(c) In connection with the liquidation of the Company, the Members severally,
jointly, or in any combination upon which they may agree shall have the first opportunity

14


1 State of Delaware
Secret of State

Division orpora tions
Delivered 02:26 09/13/2013
FILED 02:08 PM 09/13/2013
| SRV 131087716 - 5398725 FILE

CERTIFICATE OF FORMATION

OF

GTX SEF, LLC
1. The name of the limited liability company is GTX SEF, LLC,

2. The address of its registered office in the State of Delaware is:
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
Delaware 19801. The name of its registered agent at such address Is The
Corporation Trust Company.

. IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation of GTX SEF, LLC this 13" day of September, 2013.

Jo Wald "
Biathorized Person

(E083 - 2720107 CT System Online


disseminated by GTX, or is otherwise available from public disclosure services.
Courts and regulators determine whether information is to be considered material non-public
information on a case-by-case basis in accordance with the general definition set forth above.

When Covered Persons have any doubt whatsoever as to whether information in their
possession is "material non-public information", they should (i) treat the information as
"material non- public information", (ii) refrain from trading in the security to which such
information relates, (iii) refrain from disclosing the information further, and (iv) promptly
seek advice from the CCO.

6. International Business Laws

GTX values its reputation for ethical behavior and has a zero-tolerance commitment against
bribery and corruption in any form in any jurisdiction in which GTX operates.

Financial crime represents a major risk to the operation of businesses globally. It is not limited
to certain companies or jurisdictions; it is a real and present danger throughout the world.
Therefore, it is a very real risk to GTX. GTX is committed to adhering to the highest
standards in order to mitigate the risk of financial crime to itself, its staff and its business.
Bribery and corruption form two significant types of financial crime.

Bribery is a form of corruption, and is a specific offence which is the activity or practice of
offering, giving or promising to give something in order to gain or obtain an advantage of
any kind. Receiving a bribe is also an offence. Corruption is a broader term, and in generic
terms means the misuse of power (entrusted or otherwise) for private or other gain.

GTX prohibits the offering, giving, soliciting or acceptance of any bribe whether in cash or
other form of inducement, to or from any person or company wherever situated, and
whether it is a public official, political candidate or body, private person or company, or by
any individual employee, agent or other person or body, acting on their own or GTX's
behalf in order to gain any advantage or benefit for GTX or one of its affiliates, or in order
to gain any personal, pecuniary or other advantage for GTX or one of its affiliates, the
individual or anyone connected with the individual.

For the avoidance of doubt, GTX specifically prohibits the making of, or promise to make or
give any payments or benefit to any individual (including public officials), company or
anyone else in order to secure or obtain any advantage. Such practices may be accepted in a
number of jurisdictions. However, these practices are strictly prohibited by GTX, no matter
how commonplace they are or how small the payment is. There is also a risk that corporate
hospitality, such as business entertainment, and the giving and receiving of gifts may be
regarded as bribery. As such, lavish hospitality is strictly prohibited by GTX. GTX
recognizes there is a legitimate business need for hospitality, therefore, offering business
hospitality and GTX promotional items are allowed, as appropriate and within reason.
Inevitably, decisions regarding what is acceptable may not always be easy. Ifthere is any
doubt whatsoever, as to whether a potential act may constitute bribery, guidance should be
sought from the CCO.

23


Delaware ....

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF FORMATION OF "GTX SEF, LLC", FILED IN
THIS OFFICE ON THE THIRTEENTH DAY OF SEPTEMBER, A.D. 2013, AT
2:08 O'CLOCK P.M.

SNES

Jeffrey W. Bullock, Secretary of State
5398725 8100 AUTHE: TION: 0736630
131087716 DATE: 09-16-13

You may verify this certificate online
at corp.delaware.gov/authver. shtml



The CCO will evaluate all reported gifts in light of the Regulations, the policies and
procedures set forth in this Code of Ethics and the Conflicts Policy.

This policy does not prohibit a Covered Person from accepting or providing occasional
business entertainment, such as a meal, an invitation to a business reception, attending a
sporting or theater event in the company of the relevant business contact, or comparable
entertainment that is not so frequent, costly or expensive as to raise any question of
impropriety or actual or potential conflict in accordance with GTX's Conflicts Policy.

Ifa Covered Person has a question concerning a particular gift or entertainment invitation, it
should be addressed to the CCO.

11. Fees; Fee Rebates

GTX is required to charge all fees that are fair, uniform, and non- discriminatory. As such,
the rebate of fees, even if to solve an apparent accounting error, could raise compliance
concerns. As such, no Covered Person of GTX may rebate, directly or indirectly, to any
person or Reporting Entity any part of the compensation received by GTX without the
express permission of the CCO.

Ifa Covered Person has a question concerning a particular fee rebate situation, it should be
addressed to the CCO.

12. Political Contributions and Public Office

It is the policy of GTX that any and all corporate contributions to political parties or to
candidates for public office be made in strict accordance with law. This precludes corporate
contributions to any candidate for national office as well as candidates in a number of state
offices. Any legally permissible contributions on behalf of GTX may be made only with
approval by the CCO. Individual Covered Persons are free, as private citizens, to endorse or
contribute to political parties or candidates of their choice, on their own. GTX will not
directly or indirectly reimburse Covered Persons for their individual political contributions or
in any way pressure any Covered Person to make a particular contribution.

Covered Persons are permitted to serve in elective offices of a civic nature, provided that
such activity, including campaigning, is carried on solely in the individual's capacity as a
private citizen and not as a representative of GTX, and does not violate GTX's Conflicts
Policy. In this regard, the duties of the office should not involve activities which are related
to the Covered Person's responsibilities to GTX. Covered Persons may also support others
in campaigns for public office, provided no use is made of GTX's name, facilities or funds.
Ifany Covered Person wishes to engage in any of the above activities, even as a private
citizen, the Covered Person must disclose the activity, in advance, to the CCO.

13. Confidentiality

GTX is required to maintain the privacy of any Non-Public Information. Furthermore, GT X

26


vl. Take an action contemplated by Section 5.lof this Agreement;

vii. (A) File, or consent by answer or otherwise to the filing against the
Company of, a petition for relief or reorganization of arrangement or
any other petition in bankruptcy, for liquidation or take advantage of
any bankruptcy, insolvency, reorganization, moratorium or other
similar law of any jurisdiction, (B) make an assignment for the
benefit of creditors or (C) consent to the appointment of a custodian,
receiver, trustee or other officer with
similar powers with respect to it or any substantial part of its
property; or

viii. Approve, agree or resolve to do any of the foregoing.

Section 3.4, Indemnification. Any Person made, or threatened to be made, a party
to any action or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such Person is or was (i) a Member, or (ii) an employee, officer,
director, shareholder or partner of a Member, (iii) a Director or officer of the Company, or
(iv) such other Persons (including employees of the Company) as the Majority-in-Interest
Members may designate from time to time, in their sole and absolute discretion
(collectively, the "Indemnified Persons"), shall be indemnified by the Company for any
losses or damage sustained with respect to such action or proceeding, and the Company
shall advance such Indemnified Person’s reasonable related expenses to the fullest extent
permitted by law. The Company shall have the power to purchase and maintain insurance
on behalf of the Indemnified Persons against any liability asserted against or incurred
by them. The duty of the Company to indemnify the Indemnified Persons under this
Section 3.4 shall not extend to actions or omissions of any Indemnified Person which
are grossly negligent or which involve fraud, misrepresentation, bad faith, or other willful
misconduct by such Indemnified Person or which are in material breach or violation by
such Indemnified Person of this Agreement or which are in derogation of the fiduciary
duties owed by such Indemnified Person to the Company and the Members, in each case
as determined by a court of competent jurisdiction. No Indemnified Person shall be
liable to the Company or any other Member for actions taken in good faith. The duty of
the Company to indemnify the Indemnified Persons under this Section 3.4 shall be limited
to the assets of the Company and no recourse shall be available against any Member
for satisfaction of such indemnification obligations of the Company.

Section 3.5 Officers.

(a) Number. The officers of the Company shall be a CEO, a Vice-President and a
Chief Compliance Officer, and if authorized by the Board, a Chairman, a Chairman of the
Board, one or more Vice Chairmen of the Board, and such other officers as may be
appointed in accordance with the provisions of subsection (c) of this Section 3.5.

(b) Election, Term of Office and Qualifications. The officers except as provided
in subsection (c) of this Section 3.5, shall be chosen by the Board. Each such officer shall,

10


(c) The foregoing provisions and the other provisions of this Agreement relating to
the maintenance of Capital Accounts are intended to comply with Treasury
Regulations under Section 704(b) of the Code and, to the extent not inconsistent
with the provisions of this Agreement, shall be interpreted and applied in a
manner consistent with such Treasury Regulations.

Section 4.3. Federal Income Tax Elections; Method of Depreciation. The Board
shall determine the method of depreciation to be utilized by the Company for tax purposes
and all elections to be made by the Company for tax purposes. The Board shall designate a
person to be responsible for tax matters for all purposes of the Code.

Section 4.4. Fiscal Year. The fiscal year of the Company (the "Fiscal Year")
shall end on December 31.

ARTICLE V.
EMPLOYMENT OF AFFILIATES

Section 5.1. Parties Employed. Subject to the approval of the Board and a
Majority-in-Interest of the Members, the Company may contract for services to be
performed for the Company by a Member or any Affiliate of any Member. In the case of
the employment of a Member or of any Affiliate of a Member, the compensation to be paid
by the Company to such Member or Affiliate shall be not greater than the compensation
generally paid to third parties for comparable services in comparable locations.

ARTICLE VI.

DISTRIBUTIONS

Section 6.1. Distributions. Distributions shall be made at such time and in such
amounts as determined by the Board and shall be made among the Members in cash or
other property (a) first, in proportion to, and to the extent of, the excess of each Member's
Capital Contributions over prior distributions to that Member under this Section 6.1(a) and,
then, (b) in proportion to their Contribution Percentages.

Section 6.2. Restoration of Funds. Except as otherwise provided by law, no Member
shall be required to restore to the Company any funds properly distributed to it pursuant to
Section 6.1.

ARTICLE VII.

DISSOLUTION AND LIQUIDATION

Section 7.1. Dissolution. The Company shall be dissolved upon the occurrence of

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