Common use of Allocation of Brokerage Clause in Contracts

Allocation of Brokerage. Subject to the supervision of the Advisor and the Board, the Sub-advisor is authorized and directed to establish and maintain accounts on behalf of each Fund, place orders for the purchase and sale of Investments with or through such persons, brokers or dealers as the Sub-advisor may elect, and negotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, the Sub-advisor will seek to obtain the most favorable combination of price and execution available (considering all factors it deems relevant under the circumstances, including price, size of transaction, nature of the market for the security, amount of commission, if any, timing, reputation of broker or dealer, the commitment of capital by the executing broker-dealer, confidentiality, and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. Sub-advisor may cause the Funds to pay a broker that provides brokerage and research services to the Trust, the Advisor, or the Sub-advisor a commission in excess of the commission that another broker would have charged for effecting that transaction provided (i) Sub-advisor determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker in the terms of the particular transaction; (ii) such commission is paid in material compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amended, and in accordance with this Agreement, and (iii) in the opinion of the Sub-advisor, the total commissions paid by a Fund will be reasonable in relation to the services received. Sub-advisor shall provide written information to the Advisor and to the Trust regarding any such “soft dollar” arrangements that the Sub-advisor maintains with respect to the transactions effected for the Funds as may be requested from time to time by the Funds and the Advisor. To the extent not prohibited by applicable law, Sub-advisor may aggregate the securities to be sold or purchased by its clients (including the Funds) to seek to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the cost of the securities and the expenses incurred in the transaction will be made by Sub-advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Funds and its other clients.

Allocation of Brokerage. Subject to the supervision of the Advisor and the BoardBoard of Directors of the Corporation, the Sub-advisor Advisor is authorized and directed to establish and maintain accounts on behalf of each Fundthe Funds, place orders for the purchase and sale of Investments with or through such persons, brokers or dealers as the Sub-advisor Advisor may elect, and negotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, the Sub-advisor Advisor will seek to obtain the most favorable combination of price and execution available (considering all factors it deems relevant under the circumstances, including price, size of transaction, nature of the market for the security, amount of commission, if any, timing, reputation of broker or dealer, the commitment of capital by the executing broker-dealer, confidentiality, dealer and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. Sub-advisor Advisor may cause the Funds each Fund to pay a broker that provides brokerage and research services to the Trust, the Advisor, or the Sub-advisor Advisor a commission in excess of the commission that another broker would have charged for effecting that transaction provided provided: (i) Sub-advisor Advisor determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker in the terms of the particular transaction; (ii) such commission is paid in material compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amended, and in accordance with this Agreement, ; and (iii) in the opinion of the Sub-advisorAdvisor, the total commissions paid by a each Fund will be reasonable in relation to the services received. Sub-advisor Advisor shall provide written such information to the Advisor and to the Trust regarding any such “soft dollar” arrangements that the Sub-advisor Advisor maintains with respect to the transactions effected for the Funds each Fund as may be requested from time to time by the Funds each Fund and the Advisor. To the extent not prohibited by applicable law, Sub-advisor Advisor may aggregate the securities to be sold or purchased by its clients (including the Funds) to seek to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the cost of the these securities and the expenses incurred in the transaction will be made by Sub-advisor Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Funds each Fund and its other clients.

Allocation of Brokerage. Subject to the supervision of the Advisor Adviser and the BoardBoard of Directors of the Corporation, the Sub-advisor Subadviser is authorized and directed to establish and maintain accounts on behalf of each Fundthe Funds, place orders for the purchase and sale of Investments with or through such persons, brokers or dealers as the Sub-advisor Subadviser may elect, and negotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, the Sub-advisor Subadviser will seek to obtain the most favorable combination of price and execution available (considering all factors it deems relevant under the circumstancesrelevant, including price, size of transaction, nature of the market for the security, amount of commission, if any, timing, reputation of broker or dealer, the commitment of capital by the executing broker-dealer, confidentiality, dealer and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. Sub-advisor The Subadviser may cause the Funds each Fund to pay a broker that provides brokerage and research services to the Trust, the Advisor, or the Sub-advisor Subadviser a commission in excess of the commission that another broker would have charged for effecting that transaction provided (i) Sub-advisor the Subadviser determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker in the terms of the particular transaction; transaction or in terms of the Subadviser’s overall responsibilities with respect to such Fund and the other accounts as to which the Subadviser exercises investment discretion, (ii) such commission is paid in material compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amended, and in accordance with this Agreement, and (iii) in the opinion of the Sub-advisorSubadviser, the total commissions paid by a each Fund will be reasonable in relation to the services received. Sub-advisor shall provide written information benefits to such Fund over the Advisor and to the Trust regarding any such “soft dollar” arrangements that the Sub-advisor maintains with respect to the transactions effected for the Funds as may be requested from time to time by the Funds and the Advisorlong term. To the extent not prohibited by applicable law, Sub-advisor if Subadviser deems the purchase or sale of a security to be in the best interests of a Fund as well as other clients of Subadviser, it may aggregate the securities to be sold or purchased by its clients (including the Funds) to seek in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the cost of the these securities and the expenses incurred in the transaction will be made by Sub-advisor Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Funds each Fund and its other clients.

Allocation of Brokerage. Subject to (a) In the supervision selection of the Advisor brokers or dealers and the Board, the Sub-advisor is authorized and directed to establish and maintain accounts on behalf placing of each Fund, place orders for the purchase and sale of Investments with or through such persons, brokers or dealers as the Sub-advisor may elect, and negotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing ordersportfolio investments for each Fund, the Sub-advisor will Adviser shall seek to obtain for each Fund the most favorable combination of price and execution available (considering all factors it deems relevant under the circumstances, including price, size of transaction, nature of the market for the security, amount of commission, if any, timing, reputation of broker or dealer, the commitment of capital by the executing broker-dealer, confidentiality, and other factors)available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided described below. In using its commercially reasonable efforts to obtain for each Fund the most favorable price and execution available, the Sub-advisor Adviser, bearing in mind such Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may cause determine, the Funds Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Trust, the Advisor, or the Sub-advisor Adviser an amount of commission for effecting a commission portfolio investment transaction in excess of the amount of commission that another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction provided or the Sub-Adviser’s overall responsibilities with respect to such Fund and to other clients of the Sub-Adviser as to which the Sub-Adviser exercises investment discretion. The Manager hereby agrees with the Sub-Adviser that any entity or person associated with the Sub-Adviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of each Fund that is permitted by Section 11(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, as amended from time to time (the “1934 Act”). (b) The Manager shall have the right to request that generally no more than 10% in specified transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Manager and the Sub-Adviser, shall be executed by brokers and dealers that provide brokerage or research services to the Funds or the Manager, or as to which an on-going relationship will be of value to the Funds in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Funds, so long as (i) each of the Manager and Sub-advisor Adviser determines that the broker or dealer is able to obtain the most favorable net price and execution available on a particular transaction and (ii) each of the Manager and Sub-Adviser determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services provided by to the executing broker Funds or to the Manager for the benefit of the accounts for which it exercises investment discretion, viewed in the terms of either a particular transaction or the Manager’s overall responsibilities with respect to the accounts as to which it exercises investment discretion, notwithstanding that the Funds may not be the direct or exclusive beneficiary of any such service or that another broker may be willing to charge the Fund a lower commission on the particular transaction; . (iic) such The Sub-Adviser agrees that it will not execute any portfolio transactions with a broker, dealer or futures commission merchant which is paid an “affiliated person” (as defined in material compliance with all applicable state and federal laws, including Section 28(ethe 0000 Xxx) of the Securities Exchange Act Trust or of 1934, as amended, and the Manager or of any other sub-adviser for the Trust except in accordance with this Agreement, and (iii) in procedures adopted by the opinion of Trustees. The Manager agrees that it will provide the Sub-advisorAdviser with a list of brokers and dealers which are “affiliated persons” of the Trust, the total commissions paid by a Fund will be reasonable in relation to Manager or the services received. SubTrust’s sub-advisor shall provide written information to the Advisor advisers. (d) The Manager acknowledges and to the Trust regarding any such “soft dollar” arrangements agrees that the Sub-advisor maintains Adviser may aggregate sales and purchase orders of securities and other investments held in a Fund with respect to the transactions effected similar orders being made simultaneously for the Funds as may be requested from time to time other accounts managed by the Funds and the Advisor. To the extent not prohibited by applicable law, Sub-advisor may aggregate the securities to be sold or purchased by its clients (including the Funds) to seek to obtain the most favorable price or lower brokerage commissions and efficient execution. In such eventAdviser, allocation of the cost of the securities and the expenses incurred if in the transaction will be made by Sub-advisor Adviser’s judgment, such aggregation is likely to result generally in an overall economic benefit to a Fund. The Manager acknowledges that the manner it considers determination of such economic benefit to be a Fund by the most equitable Sub-Adviser is subjective and consistent with its fiduciary obligations to represents the Funds Sub-Adviser’s evaluation that a Fund is benefited by relatively better purchase or sales prices, lower commission expenses and its beneficial timing of transactions or a combination of these and other clientsfactors.

Allocation of Brokerage. Subject to the general supervision of the Advisor Adviser and the BoardBoard of Trustees of the Company, the Sub-advisor Subadviser is authorized and directed to establish and maintain accounts on behalf of each the Fund, place orders for the purchase and sale of Investments with or through such persons, brokers or dealers as the Sub-advisor Subadviser may elect, and negotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, the Sub-advisor Subadviser will seek to obtain the most favorable combination of price and execution available (considering all factors it deems relevant under the circumstances, including price, size of transaction, nature of the market for the security, amount of commission, if any, timing, reputation of broker or dealer, the commitment of capital by the executing broker-dealer, confidentiality, dealer and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. Sub-advisor may Subadviser may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, cause the Funds Fund to pay enter into a transaction that results in such Fund paying a broker that provides brokerage and research services to the Trust, the Advisor, or the Sub-advisor Subadviser a commission in excess of the commission that another broker would have charged for effecting that transaction provided (i) Sub-advisor Subadviser determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker in the terms of the particular transaction; transaction or in terms of Subadviser’s overall responsibilities with respect to the Fund and the other accounts as to which Subadviser exercises investment discretion, (ii) such commission is paid in material compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amended, and in accordance with this Agreement, Agreement and (iii) in the opinion of the Sub-advisor, Subadviser reasonably believes that the total commissions paid by a the Fund will be reasonable in relation to the services received. Sub-advisor shall provide written information benefits to the Advisor and to Fund over the Trust regarding any such “soft dollar” arrangements that the Sub-advisor maintains with respect to the transactions effected for the Funds as may be requested from time to time by the Funds and the Advisorlong term. To the extent not prohibited by applicable lawlaws and regulations, Sub-advisor may if Subadviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other customers, Subadviser may, but shall not be obligated to, aggregate the securities to be sold or purchased by its clients (including the Funds) to seek in order to obtain the most favorable price or best execution and lower brokerage commissions and efficient executioncommissions, if any. In such event, allocation of the cost of the these securities and the expenses incurred in the transaction will be made by Sub-advisor Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Funds Fund and its to such other clientscustomers.

Allocation of Brokerage. Subject to the general supervision of the Advisor Adviser and the BoardBoard of Directors of the Corporation, the Sub-advisor Subadviser is authorized and directed to establish and maintain accounts on behalf of each Fundthe Funds, place orders for the purchase and sale of Investments with or through such persons, brokers or dealers as the Sub-advisor Subadviser may elect, and negotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, the Sub-advisor Subadviser will seek to obtain the most favorable combination of price and execution available (considering all factors it deems relevant under the circumstances, including price, size of transaction, nature of the market for the security, amount of commission, if any, timing, reputation of broker or dealer, the commitment of capital by the executing broker-dealer, confidentiality, dealer and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. Sub-advisor may The Subadviser may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, cause the Funds each Fund to pay enter into a transaction that results in such Fund paying a broker that provides brokerage and research services to the Trust, the Advisor, or the Sub-advisor Subadviser a commission in excess of the commission that another broker would have charged for effecting that transaction provided (i) Sub-advisor the Subadviser determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker in the terms of the particular transaction; transaction or in terms of the Subadviser’s overall responsibilities with respect to the Fund and the other accounts as to which the Subadviser exercises investment discretion, (ii) such commission is paid in material compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amended, and in accordance with this Agreement, and (iii) in the opinion of the Sub-advisor, Subadviser reasonably believes that the total commissions paid by a each Fund will be reasonable in relation to the services received. Sub-advisor shall provide written information benefits to the Advisor and to Fund over the Trust regarding any such “soft dollar” arrangements that the Sub-advisor maintains with respect to the transactions effected for the Funds as may be requested from time to time by the Funds and the Advisorlong term. To the extent not prohibited by applicable lawlaws and regulations, Sub-advisor may if Subadviser deems the purchase or sale of a security to be in the best interests of a Fund as well as other customers, the Subadviser may, but shall not be obligated to, aggregate the securities to be sold or purchased by its clients (including the Funds) to seek in order to obtain the most favorable price or best execution and lower brokerage commissions and efficient executioncommissions, if any. In such event, allocation of the cost of the these securities and the expenses incurred in the transaction will be made by Sub-advisor Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Funds each Fund and its to such other clientscustomers.

Allocation of Brokerage. Subject to the supervision of the Advisor Adviser and the BoardBoard of Directors of the Corporation, the Sub-advisor Subadviser is authorized and directed to establish and maintain accounts on behalf of each the Fund, place orders for the purchase and sale of Investments with or through through, such persons, brokers or dealers as the Sub-advisor Subadviser may electselect, and negotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, the Sub-advisor Subadviser will seek to obtain the most favorable combination of price and execution available (considering all factors it deems relevant under the circumstancesrelevant, including price, size of transaction, nature of the market for the security, amount of commission, if any, timing, reputation of broker or dealer, the commitment of capital by the executing broker-dealer, confidentiality, dealer and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. Sub-advisor The Subadviser may cause the Funds Fund to pay a broker that provides brokerage and research services to the Trust, the Advisor, or the Sub-advisor Subadviser a commission in excess of the commission that another broker would have charged for effecting that transaction provided (i) Sub-advisor the Subadviser determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker in the terms of the particular transaction; transaction or in terms of the Subadviser's overall responsibilities with respect to the Fund and the other accounts as to which the Subadviser exercises investment discretion, (ii) such commission is paid in material compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amended, and in accordance with this Agreement, and (iii) in the opinion of the Sub-advisorSubadviser, the total commissions paid by a the Fund will be reasonable in relation to the services received. Sub-advisor shall provide written information benefits to the Advisor and to Fund over the Trust regarding any such “soft dollar” arrangements that the Sub-advisor maintains with respect to the transactions effected for the Funds as may be requested from time to time by the Funds and the Advisorlong term. To the extent not prohibited by applicable law, Sub-advisor if Subadviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of Subadviser, it may aggregate the securities to be sold or purchased by its clients (including the Funds) to seek in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the cost of the these securities and the expenses incurred in the transaction will be made by Sub-advisor Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Funds Fund and its other clients.

Allocation of Brokerage. Subject to the supervision and any specific instructions or authorizations of the Advisor Adviser and the BoardBoard of Directors of the Corporation, the Sub-advisor Subadviser is authorized and directed to establish and maintain accounts on behalf of each FundFund with, and place orders for the purchase and sale of Investments with or through through, such persons, brokers or dealers as the Sub-advisor Subadviser may elect, including Tocqueville Securities L.P., an affiliate of the Subadviser which is registered as a broker-dealer (subject to the Board of Directors of the Corporation having adopted procedures relating to affiliated brokerage pursuant to Rule 17e-1 of the 1940 Act), and to negotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, the Sub-advisor will Subadviser shall seek to obtain the most favorable combination of price and execution available (considering all factors it deems relevant under the circumstancesrelevant, including price, size of transaction, nature of the market for the security, amount of commission, if any, timing, reputation of the broker or dealer, the commitment of capital by the executing broker-dealer, confidentiality, dealer and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. Sub-advisor The Subadviser may cause the Funds a Fund to pay a broker that provides brokerage and research services to the Trust, the Advisor, or the Sub-advisor Subadviser a commission in excess of the commission that another broker would have charged for effecting that transaction provided (i) Sub-advisor the Subadviser determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker in the terms of the particular transaction; transaction or in terms of the Subadviser's overall responsibilities with respect to such Fund and the other accounts as to which the Subadviser exercises investment discretion, (ii) such commission is paid in material compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amended, and in accordance with this Agreement, and (iii) in the opinion of the Sub-advisorSubadviser, the total commissions paid by a such Fund will be reasonable in relation to the services received. Sub-advisor shall provide written information benefits to the Advisor and to Fund over the Trust regarding any such “soft dollar” arrangements that the Sub-advisor maintains with respect to the transactions effected for the Funds as may be requested from time to time by the Funds and the Advisorlong term. To the extent not prohibited by applicable law, Sub-advisor if the Subadviser deems the purchase or sale of a security to be in the best interests of a Fund as well as other of its clients, it may aggregate the securities to be sold or purchased by its clients (including the Funds) to seek in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the cost of the these securities and the expenses incurred in the transaction will be made by Sub-advisor the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Funds and its other clients.

Allocation of Brokerage. Subject to the supervision of the Advisor Adviser and the BoardBoard of Directors of the Corporation, the Sub-advisor Subadviser is authorized and directed to establish and maintain accounts on behalf of each the Fund, place orders for the purchase and sale of Investments with or through such persons, brokers or dealers as the Sub-advisor Subadviser may elect, and negotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, the Sub-advisor Subadviser will seek to obtain the most favorable combination of price and execution available (considering all factors it deems relevant under the circumstancesrelevant, including price, size of transaction, nature of the market for the security, amount of commission, if any, timing, reputation of broker or dealer, the commitment of capital by the executing broker-dealer, confidentiality, dealer and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. Sub-advisor The Subadviser may cause the Funds Fund to pay a broker that provides brokerage and research services to the Trust, the Advisor, or the Sub-advisor Subadviser a commission in excess of the commission that another broker would have charged for effecting that transaction provided (i) Sub-advisor the Subadviser determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker in the terms of the particular transaction; transaction or in terms of the Subadviser’s overall responsibilities with respect to the Fund and the other accounts as to which the Subadviser exercises investment discretion, (ii) such commission is paid in material compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amended, and in accordance with this Agreement, and (iii) in the opinion of the Sub-advisorSubadviser, the total commissions paid by a the Fund will be reasonable in relation to the services received. Sub-advisor shall provide written information benefits to the Advisor and to Fund over the Trust regarding any such “soft dollar” arrangements that the Sub-advisor maintains with respect to the transactions effected for the Funds as may be requested from time to time by the Funds and the Advisorlong term. To the extent not prohibited by applicable law, Sub-advisor if Subadviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of Subadviser, it may aggregate the securities to be sold or purchased by its clients (including the Funds) to seek in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the cost of the these securities and the expenses incurred in the transaction will be made by Sub-advisor Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Funds Fund and its other clients.

Allocation of Brokerage. Subject to the supervision of the Advisor and the Board, the Sub-advisor Subadvisor is authorized and directed to establish and maintain accounts on behalf of each Fundthe Funds, place orders for the purchase and sale of Investments with or through such persons, brokers or dealers as the Sub-advisor Subadvisor may elect, and negotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, the Sub-advisor Subadvisor will seek to obtain the most favorable combination of price and execution available (considering all factors it deems relevant under the circumstances, including price, size of transaction, nature of the market for the security, amount of commission, if any, timing, reputation of broker or dealer, the commitment of capital by the executing broker-dealer, confidentiality, dealer and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. Sub-advisor Subadvisor may cause the Funds each Fund to pay a broker that provides brokerage and research services to the Trust, the Advisor, or the Sub-advisor Subadvisor a commission in excess of the commission that another broker would have charged for effecting that transaction provided provided: (i) Sub-advisor Subadvisor determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker in the terms of the particular transaction; (ii) such commission is paid in material compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amended, and in accordance with this Agreement, ; and (iii) in the opinion of the Sub-advisorSubadvisor, the total commissions paid by a each Fund will be reasonable in relation to the services received. Sub-advisor Subadvisor shall provide written such information to the Advisor and to the Trust regarding any such “soft dollar” arrangements that the Sub-advisor Subadvisor maintains with respect to the transactions effected for the Funds each Fund as may be requested from time to time by the Funds each Fund and the Advisor. To the extent not prohibited by applicable law, Sub-advisor Subadvisor may aggregate the securities to be sold or purchased by its clients (including the Funds) to seek to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the cost of the these securities and the expenses incurred in the transaction will be made by Sub-advisor Subadvisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Funds each Fund and its other clients.

Allocation of Brokerage. Subject to the supervision of the Advisor and the BoardBoard of Trustees of the Trust, the Sub-advisor Subadvisor is authorized and directed to establish and maintain accounts on behalf of each Fund, place orders for the purchase and sale of Investments with or through such persons, brokers or dealers as the Sub-advisor Subadvisor may elect, and negotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, the Sub-advisor Subadvisor will seek to obtain the most favorable combination of price and execution available (considering all factors it deems relevant under the circumstances, including price, size of transaction, nature of the market for the security, amount of commission, if any, timing, reputation of broker or dealer, the commitment of capital by the executing broker-dealer, confidentiality, dealer and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. Sub-advisor Subadvisor may cause the Funds to pay a broker that provides brokerage and research services to the Trust, the Advisor, or the Sub-advisor Subadvisor a commission in excess of the commission that another broker would have charged for effecting that transaction provided (i) Sub-advisor Subadvisor determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker in the terms of the particular transaction; (ii) such commission is paid in material compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amended, and in accordance with this Agreement, and (iii) in the opinion of the Sub-advisorSubadvisor, the total commissions paid by a Fund the Funds will be reasonable in relation to the services received. Sub-advisor Subadvisor shall provide written such information to the Advisor and to the Trust regarding any such “soft dollar” arrangements that the Sub-advisor Subadvisor maintains with respect to the transactions effected for the Funds as may be requested from time to time by the Funds and the Advisor. To the extent not prohibited by applicable law, Sub-advisor Subadvisor may aggregate the securities to be sold or purchased by its clients (including the Funds) to seek to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the cost of the these securities and the expenses incurred in the transaction will be made by Sub-advisor Subadvisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Funds and its other clients.

Allocation of Brokerage. Subject to the supervision of the Advisor and the Board, the Sub-advisor is authorized and directed to establish and maintain accounts on behalf of each Fund, place orders for the purchase and sale of Investments with or through such persons, brokers or dealers as the Sub-advisor may elect, and negotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, the Sub-advisor will seek to obtain the most favorable combination of price and execution available (considering all factors it deems relevant under the circumstances, including price, size of transaction, nature of the market for the security, amount of commission, if any, timing, reputation of broker or dealer, the commitment of capital by the executing broker-dealer, confidentiality, and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. Sub-advisor may cause the Funds to pay a broker that provides brokerage and research services to the Trust, the Advisor, or the Sub-advisor a commission in excess of the commission that another broker would have charged for effecting that transaction provided (i) Sub-advisor determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker in the terms of the particular transaction; (ii) such commission is paid in material compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amendedamended (the “1934 Act”), and in accordance with this Agreement, and (iii) in the opinion of the Sub-advisor, the total commissions paid by a Fund will be reasonable in relation to the services received. Sub-advisor shall provide written information to the Advisor and to the Trust regarding any such “soft dollar” arrangements that the Sub-advisor maintains with respect to the transactions effected for the Funds as may be requested from time to time by the Funds and the Advisor. To the extent not prohibited by applicable law, Sub-advisor may aggregate the securities to be sold or purchased by its clients (including the Funds) to seek to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the cost of the securities and the expenses incurred in the transaction will be made by Sub-advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Funds and its other clients.