Common use of Brokerage Clause in Contracts

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations to the Trustees as required, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Manager shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Manager shall not direct orders to an affiliated person of the Adviser Manager without general prior authorization to use such affiliated broker or dealer from by the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser Manager may take the following factorsinto consideration, among others, into considerationother relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 ActSecurities Exchange Act of 1934, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Manager an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserManager’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserManager, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine, and the Adviser Manager shall report on such allocations allocations, upon the request of the Trustees to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the AdviserManager, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders order to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s Advisor's overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Trust. The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Advisor is also authorized to consider sales of shares as a factor in the Adviser selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, I.E., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserAdvisor’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Manager shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Manager shall not direct orders to an affiliated person of the Adviser Manager without general prior authorization to use such affiliated broker or dealer from by the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser Manager may take the following factorsinto consideration, among others, into considerationother relevant information,: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 ActSecurities Exchange Act of 1934, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Manager an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserManager’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserManager, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine, and the Adviser Manager shall report on such allocations allocations, upon the request of the Trustees to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the AdviserManager, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The As delegated by the Adviser shall be with respect to the Allocated Assets of each Fund, the Sub-Adviser is responsible for decisions to buy and sell securities for the each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that neither the Adviser or Sub-Adviser shall not direct orders an order to an affiliated person of the Adviser or Sub-Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of TrusteesChief Compliance Officer. The Sub-Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Sub-Adviser may take the following factorsfollowing, among othersother things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The execution price to the Fund in any of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Sub-Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-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 or the Sub-Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Fund. Subject to the same policies and legal provisions, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the a Fund to such brokers or dealers who also provide research or statistical material, or other services, services to the Trust, the Adviser, the Sub-Adviser or any affiliate of eitheraffiliate. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine, and the Sub-Adviser shall report on such allocations regularly to the Trustees as requiredAdviser who shall report to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, the allocation of the securities so purchased or sold, as well as the expenses expense incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the a Fund and to such other clients. The Trust Adviser authorizes and empowers the Sub-Adviser to open and maintain trading accounts in the name of the a Fund and to execute for the Fund as its agent and attorney-in-fact such standard institutional customer agreements with such broker or brokers or dealers as the Sub-Adviser shall select as provided herein. The Sub-Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the a Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the BoardCustodian. The Sub-Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the a Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Sub-Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Sub-Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the each Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredoffered or as set forth below. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the each Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and of those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the a Fund and to execute for the Fund as its agent and attorney-in-fact such standard institutional customer agreements with such broker or brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the a Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the a Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and of those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from by the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, Exchange Act the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the FundCompany, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from by the TrustCompany’s Board of TrusteesDirectors. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Company on a continuing basis. The price to the Fund Company in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees Directors of the Trust Company may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934 Actor any successor provision, the 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 the Fund Company to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Company. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Company to such brokers or dealers who also provide research or statistical material, or other services, to the TrustCompany, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredCompany, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund Company as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Company and to such other clients. The Trust authorizes and empowers Any sub-advisers that the Adviser to open employs shall be subject to, and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered entitled to the Custodian for benefits of, the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided hereinprovisions of this subsection (b).

Brokerage. The As delegated by the Adviser shall be with respect to the Allocated Assets of each Fund, the Sub-Adviser is responsible for decisions to buy and sell securities for the each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that neither the Adviser or Sub-Adviser shall not direct orders an order to an affiliated person of the Adviser or Sub-Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of TrusteesChief Compliance Officer. The Sub-Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Sub-Adviser may take the following factorsfollowing, among othersother things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The execution price to the Fund in any of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Sub-Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-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 or the Sub-Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Fund. Subject to the same policies and legal provisions, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the a Fund to such brokers or dealers who also provide research or statistical material, or other services, services to the Trust, the Adviser, the Sub-Adviser or any affiliate of eitheraffiliated person thereof. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine, and the Sub-Adviser shall report on such allocations regularly to the Trustees as requiredAdviser who shall report to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, the allocation of the securities so purchased or sold, as well as the expenses expense incurred in the transaction, will be made by the Adviser Sub-Adviser, over time, in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the a Fund and to such other clients. The Trust Adviser authorizes and empowers the Sub-Adviser to open and maintain trading accounts in the name of the a Fund and to execute for the Fund as its agent and attorney-in-fact such standard institutional customer agreements with such broker or brokers or dealers as the Sub-Adviser shall select as provided herein. The Sub-Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the a Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the BoardCustodian. The Sub-Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the a Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Sub-Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Sub-Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the each Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredoffered or as set forth below. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the each Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the a Fund and to execute for the Fund as its agent and attorney-in-fact such standard institutional customer agreements with such broker or brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the a Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the a Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the each Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredoffered or as set forth below. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the each Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the a Fund and to execute for the Fund as its agent and attorney-in-fact such standard institutional customer agreements with such broker or brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the a Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the a Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The In placing orders with brokers and/or dealers, the Sub-Adviser shall be responsible is directed at all times to seek best price and execution for decisions to buy purchases and sell securities for the sales on behalf of each Fund, for broker-dealer selection, and for negotiation of taking into account such factors as price (including the applicable brokerage commission ratesor dealer spread), provided that the Adviser shall not direct orders to an affiliated person execution capability, financial responsibility and responsiveness of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of brokerage and research services provided by the expected contribution of the brokerbroker or dealer. Sub-dealer Adviser should generally seek favorable prices and commission rates that are reasonable in relation to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredbenefits received. Subject to such policies conditions as may be imposed by the Trust's Board of Trustees of Trustees, the Trust Sub-Adviser may determine and consistent with pay commissions to brokers and/or dealers that are higher than might be charged by another qualified broker to obtain brokerage and/or research services (as those terms are defined in Section 28(e) of the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act, ")) considered by the Sub-Adviser shall not to be deemed to have acted unlawfully useful or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused desirable in the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess performance of the amount of commission another broker or dealer would have charged for effecting that transactionSub-Adviser's duties hereunder, if the Sub-Adviser determines in good faith that such the amount of the commission was is reasonable in relation to the value of the brokerage and research services provided by such the executing broker or dealer, . The determination may be viewed in terms of either that a particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to clients for the Funds and to accounts over which it Sub-Adviser exercises investment discretion. The Funds and the Sub-Adviser understands and acknowledges that, although the information may be useful to the Funds and the Sub-Adviser, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Funds to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Funds. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution as described above, the Sub-Adviser may give consideration to sales of shares of the Funds as a factor in the selection of brokers and dealers to execute Fund portfolio transactions. Subject to the same policies foregoing and legal provisionsto such conditions as may be imposed by the Adviser or the Trust's Board of Trustees and the provisions of the 1940 Act, Exchange Act, and other applicable law, nothing herein shall prohibit the Sub-Adviser from selecting brokers and/or dealers who are "affiliated persons" of the Sub-Adviser, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, . On occasions when the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations to the Trustees as required, indicating the brokerSub-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund Trust as well as of other clientscustomers, the AdviserSub-Adviser may, to the extent permitted by applicable laws and regulations, may but shall not be obligated to, aggregate orders of the Fund securities to be so sold or purchased in order to obtain the best execution and those other clients for the purchase or sale of the securitylower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and Trust and, if applicable, to such other clientscustomers. The Trust authorizes If any occasion should arise in which the Sub-Adviser gives any advice to clients of Sub-Adviser concerning the shares of any Fund, Sub-Adviser will act solely as investment counsel for such client and empowers the Adviser to open and maintain trading accounts not in the name any way on behalf of the Fund Fund. Sub-Adviser's services to the Funds pursuant to this Agreement are not to be deemed to be exclusive and to execute for the Fund as its agent and attorneyit is understood that Sub-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or directmay render investment advice, as applicable, all securities management and other property purchased or sold for the Fund services to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and others, including other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided hereinregistered investment companies.

Brokerage. The Adviser shall be is responsible for decisions to buy and sell securities for the FundCompany, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that . The Adviser’s primary consideration in effecting a security transaction will be to obtain the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trusteesbest execution. In selecting a broker-dealer to execute each a particular transaction, the Adviser may will take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Company on a continuing basis. The Accordingly, the price to the Fund Company in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actfrom time to time determine, the Adviser shall not be deemed to have acted unlawfully unlawfully, or to have breached any duty created by this Agreement or otherwise otherwise, solely by reason of its having caused the Fund Company to pay a broker or dealer that provides (directly or indirectly) brokerage or and research services to the Adviser an amount of commission for effecting a portfolio Company investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to the Company and to other clients for of the Adviser as to which it the Adviser exercises investment discretion. Subject to the same policies and legal provisions, the The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Company to such brokers or and dealers who also provide research or statistical material, material or other services, services to the TrustCompany, the Adviser or to any sub-Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, determine and the Adviser shall will report on such said allocations regularly to the Trustees as required, Board indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided hereintherefore.

Brokerage. The Adviser shall be is responsible for decisions to buy and sell securities for the FundCompany, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that . The Adviser's primary consideration in effecting a security transaction will be to obtain the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trusteesbest execution. In selecting a broker-dealer to execute each particular transaction, the Adviser may will take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Company on a continuing basis. The Accordingly, the price to the Fund Company in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actfrom time to time determine, the 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 the Fund Company to pay a broker or dealer that provides (directly or indirectly) brokerage or and research services to the Adviser an amount of commission for effecting a portfolio Company investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s 's overall responsibilities with respect to the Company and to other clients for of the Adviser as to which it the Adviser exercises investment discretion. Subject to the same policies and legal provisions, the The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Company to such brokers or and dealers who also provide research or statistical material, material or other services, services to the TrustCompany, the Adviser, Adviser or to any affiliate of eithersub-adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine, determine and the Adviser shall will report on such said allocations regularly to the Trustees as required, Board indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the FundPortfolio, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. The Adviser's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Portfolio on a continuing basis. The price to the Fund Portfolio in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the 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 the Fund Portfolio to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s 's overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Portfolio. The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Portfolio to such brokers or dealers who also provide research or statistical material, or other services, to the TrustPortfolio, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredPortfolio, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Adviser is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund Portfolio as well as of other clients (to the extent that the Adviser may, in the future, have other clients), the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Portfolio and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions is authorized, subject to buy the supervision of the Trust's Board of Trustees, to establish and sell securities maintain accounts on behalf of each Fund with, and place orders for the Fundpurchase and sale of assets not allocated to a Subadviser, for broker-dealer selectionwith or through, such persons, brokers or dealers ("brokers") as Adviser may select and for negotiation negotiate commissions to be paid on such transactions. In the selection of brokerage commission ratessuch brokers and the placing of such orders, provided that the Adviser shall not direct orders seek to an affiliated person obtain for a Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for a Fund the most favorable price and execution available, the Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including price, the size of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take nature of the following factorsmarket for the security, among othersthe amount of the commission, into consideration: if any, the best net price available; timing of the reliabilitytransaction, integrity market prices and trends, the reputation, experience and financial condition stability of the broker-dealer; the size of and difficulty in executing the order; broker involved, and the value quality of service rendered by the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund broker in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredtransactions. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the 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 the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to the Adviser an amount of commission for effecting a portfolio Fund investment transaction that is in excess of the amount of commission that another broker or dealer would have charged for effecting that transactiontransaction if, if but only if, the 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 or the Adviser’s overall responsibilities of the Adviser with respect to clients for the accounts as to which it exercises investment discretion. Subject It is recognized that the services provided by such brokers may be useful to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, in connection with the Adviser, or any affiliate of either's services to other clients. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations to the Trustees as required, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest interests of the a Fund as well as other clients of other clientsthe Adviser, the Adviser, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate orders of the Fund securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securityefficient execution. In such event, allocation of the securities so purchased sold or soldpurchased, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the each Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Collateral Manager, in its sole discretion, shall be responsible seek to obtain the best commercially reasonable prices and execution for decisions to buy all sales facilitated by the Collateral Manager of the Collateral Debt Securities, considering all circumstances (including, without limitation, the nature of the Collateral Debt Securities and sell securities the market for the FundCollateral Debt Securities); provided, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person terms of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition sale of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer Collateral Debt Securities to the investment performance of Issuer on the Fund Closing Date are being made on a continuing basis. The price commercially reasonable terms negotiated prior to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects date of the portfolio execution services offeredthis Agreement. Subject to such policies as objective of obtaining the Board best commercially reasonable prices and execution, the Collateral Manager may, in its selection of Trustees of brokers and dealers, take into consideration research and other brokerage services furnished to the Trust may determine Collateral Manager or its Affiliates by brokers and consistent dealers, including brokers and dealers affiliated with the Collateral Manager, in compliance with Section 28(e) of the 1934 ActSecurities Exchange Act of 1934. Such research and other brokerage services may be used by the Collateral Manager in connection with its other advisory activities or investment operations. Unless expressly prohibited by this Agreement, the Adviser Collateral Manager may execute transactions facilitating the sale of Collateral Debt Securities by the Issuer, or facilitating the acquisition of Eligible Investments and Additional Collateral Debt Securities by the Issuer as part of concurrent authorizations to sell or purchase the same security for its own account or other accounts served by the Collateral Manager if such aggregation shall not be deemed disadvantageous to have acted unlawfully or the Issuer in any material respect in the reasonable judgment of the Collateral Manager. When these concurrent transactions occur, the objective of the Collateral Manager shall be to have breached any duty created allocate the executions among the accounts in a manner which the Collateral Manager reasonably believes to be equitable and which is consistent with the Collateral Manager’s obligations hereunder, its standard practices and applicable law. Unless expressly prohibited by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisionsIndenture, the Adviser is further authorized to allocate the orders placed by it Collateral Manager may, on behalf of the Fund Issuer, direct the Trustee to such brokers sell or dealers who also provide research acquire Collateral Debt Securities or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations to the Trustees as required, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or directEligible Investments, as applicable, all securities to or from the Collateral Manager and its Affiliates, to or from entities for which the Collateral Manager acts as investment advisor or in a similar capacity or to or from any other property purchased Person, in each case subject to the terms of this Agreement and the Indenture. All sales and requisitions of Collateral Debt Securities or sold for Eligible Investments, as applicable, by the Fund to be settled at the place of business Collateral Manager on behalf of the Custodian or as the Custodian Issuer shall direct. All securities be in accordance with its reasonable and other property of the Fund shall remain customary business practices and in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided hereincompliance with applicable law.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from by the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 ActSecurities Exchange Act of 1934, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers Any sub-advisers that the Adviser to open employs shall be subject to, and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered entitled to the Custodian for benefits of, the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided hereinprovisions of this subsection (b).

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from by the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Exchange Act, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Fund. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from by the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factorsinto consideration, among others, into considerationother relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 ActSecurities Exchange Act of 1934, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations allocations, upon the request of the Trustees to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers Any sub-advisers that the Adviser to open employs shall be subject to, and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered entitled to the Custodian for benefits of, the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided hereinprovisions of this subsection (b).

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders order to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s Advisor's overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Trust. The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Advisor is also authorized to consider sales of shares as a factor in the Adviser selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The In placing orders with brokers and/or dealers, the Sub- Adviser shall be responsible is directed at all times to seek best price and execution for decisions to buy purchases and sell securities for the sales on behalf of each Fund, for broker-dealer selection, and for negotiation of taking into account such factors as price (including the applicable brokerage commission ratesor dealer spread), provided that the Adviser shall not direct orders to an affiliated person execution capability, financial responsibility and responsiveness of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of brokerage and research services provided by the expected contribution of the brokerbroker or dealer. Sub-dealer Adviser should generally seek favorable prices and commission rates that are reasonable in relation to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredbenefits received. Subject to such policies conditions as may be imposed by the Trust's Board of Trustees of Trustees, the Trust Sub-Adviser may determine and consistent with pay commissions to brokers and/or dealers that are higher than might be charged by another qualified broker to obtain brokerage and/or research services (as those terms are defined in Section 28(e) of the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act, ")) considered by the Sub- Adviser shall not to be deemed to have acted unlawfully useful or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused desirable in the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess performance of the amount of commission another broker or dealer would have charged for effecting that transactionSub-Adviser's duties hereunder, if the Sub-Adviser determines in good faith that such the amount of the commission was is reasonable in relation to the value of the brokerage and research services provided by such the executing broker or dealer, . The determination may be viewed in terms of either that a particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to clients for the Funds and to accounts over which it Sub-Adviser exercises investment discretion. The Funds and the Sub-Adviser understands and acknowledge that, although the information may be useful to the Funds and the Sub-Adviser, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Funds to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Funds. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution as described above, the Sub- Adviser may give consideration to sales of shares of the Funds as a factor in the selection of brokers and dealers to execute Fund portfolio transactions. Subject to the same policies foregoing and legal provisionsto such conditions as may be imposed by the Adviser or the Trust's Board of Trustees and the provisions of the 1940 Act, Exchange Act, and other applicable law, nothing herein shall prohibit the Sub-Adviser from selecting brokers and/or dealers who are "affiliated persons" of the Sub-Adviser, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, . On occasions when the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations to the Trustees as required, indicating the brokerSub-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund Trust as well as of other clientscustomers, the AdviserSub-Adviser may, to the extent permitted by applicable laws and regulations, may but shall not be obligated to, aggregate orders of the Fund securities to be so sold or purchased in order to obtain the best execution and those other clients for the purchase or sale of the securitylower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and Trust and, if applicable, to such other clientscustomers. The Trust authorizes If any occasion should arise in which the Sub-Adviser gives any advice to clients of Sub-Adviser concerning the shares of any Fund, Sub-Adviser will act solely as investment counsel for such client and empowers the Adviser to open and maintain trading accounts not in the name any way on behalf of the Fund Fund. Sub-Adviser's services to the Funds pursuant to this Agreement are not to be deemed to be exclusive and to execute for the Fund as its agent and attorneyit is understood that Sub-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or directmay render investment advice, as applicable, all securities management and other property purchased or sold for the Fund services to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and others, including other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided hereinregistered investment companies.

Brokerage. The Adviser shall be is responsible for decisions to buy and sell securities for the FundCompany, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that . The Adviser’s primary consideration in effecting a security transaction will be to obtain the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trusteesbest execution. In selecting a broker-dealer to execute each particular transaction, the Adviser may will take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Company on a continuing basis. The Accordingly, the price to the Fund Company in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actfrom time to time determine, the 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 the Fund Company to pay a broker or dealer that provides (directly or indirectly) brokerage or and research services to the Adviser an amount of commission for effecting a portfolio Company investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to the Company and to other clients for of the Adviser as to which it the Adviser exercises investment discretion. Subject to the same policies and legal provisions, the The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Company to such brokers or and dealers who also provide research or statistical material, material or other services, services to the TrustCompany, the Adviser, Adviser or to any affiliate of eithersub-adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine, determine and the Adviser shall will report on such said allocations regularly to the Trustees as required, Board indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be is responsible for decisions to buy and sell securities for the Fund. Although the Fund will primarily invest in 504 First Lien Loans and such investments will generally be made without the use of a broker-dealer, the Adviser is responsible for broker-dealer selection, selection and for negotiation of brokerage commission ratesrates with respect to other Fund investments, provided that the Adviser shall will not direct orders an order to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the TrustFund’s Board of TrusteesChief Compliance Officer. The Adviser’s primary consideration in executing a securities transaction will be to seek best execution. In selecting a broker-dealer dealers to execute each particular transactiontransactions, the Adviser may take the following factorsfollowing, among othersother things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The execution price to the Fund in any of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution brokerage services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the Adviser shall will not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting executing a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting executing that transaction, if the 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 or the Adviser’s overall responsibilities with respect to the Fund and to other clients for of the Adviser as to which it the Adviser exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, services to the TrustFund, the Adviser, Adviser or any affiliate of either. Such allocation shall will be in such amounts and proportions as the Adviser shall will determine, and the Adviser shall will report on such allocations regularly to the Trustees as requiredFund, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, the allocation of the securities so purchased or sold, as well as the expenses expense incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust Fund authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such standard institutional customer agreements with such broker or brokers or dealers as the Adviser shall will select as provided herein. The Adviser shall will cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall will direct. All securities and other property of the Fund shall will remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall will have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board Fund from time to time. The Adviser shall will not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. The Adviser's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s 's overall responsibilities with respect to clients the Fund or accounts for which it exercises the Adviser has investment discretion. Subject to the same policies and legal provisions, the The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredFund, indicating the broker-dealers to whom such allocations have been made made, the amount of such allocation and the basis therefor. When The Adviser is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best price and execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients (to the extent that the Adviser may, in the future, have other clients), the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price and those other clients for execution or lower brokerage commissions and the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Master Fund, for broker-dealer selection, and for negotiation of brokerage commission rates. The Advisor may, provided that the Adviser shall not consistent with its obligations hereunder, direct orders to an affiliated person of the Adviser without general prior authorization Advisor. The Advisor’s primary consideration in effecting a securities transaction will be to use such affiliated broker or dealer from obtain the Trust’s Board of Trusteesmost favorable price and execution available. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Master Fund on a continuing basis. The price to the Master Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees Directors of the Trust Master Fund may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Master Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserAdvisor’s overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Master Fund. The Advisor is further authorized to allocate the orders placed by it on behalf of the Master Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredMaster Fund, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund Funds as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase securities to be so purchased or sale of the securitysold. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. The Advisor’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and communicated in writing to the Advisor in a timely manner and consistent with Section 28(e) of the 1934 Act, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserAdvisor’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserAdvisor’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and of those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the each Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserAdvisor’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the each Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser Advisor deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients (including, without limitation, any one or more of the other Funds) for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, selection and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be to obtain best execution. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients the Fund or accounts for which it exercises the Adviser has investment discretion. Subject to the same policies and legal provisions, the The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredFund, indicating the broker-dealers to whom such allocations have been made made, the amount of such allocation and the basis therefortherefore. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price and those other clients for execution or lower brokerage commissions and the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible Where Manager places orders, or directs the placement of orders, for decisions to buy and sell the purchase or sale of portfolio securities for the FundAccount, for broker-dealer selectionin selecting brokers or dealers to execute such orders, and for negotiation of brokerage commission ratesManager is expressly authorized to consider, provided among other factors, the fact that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated a broker or dealer from the Trusthas furnished statistical, research or other information or services which enhance Manager’s Board of Trusteesinvestment research and portfolio management capability generally. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty It is further understood in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent accordance with Section 28(e) of the 1934 ActSecurities Exchange Act of 1934, the Adviser shall not be deemed as amended, that Manager may negotiate with and assign to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to a commission which may exceed the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission which another broker or dealer would have charged for effecting that transaction, the transaction if the Adviser Manager determines in good faith that such the amount of commission charged was reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)) provided by such broker or dealerbroker, viewed in terms either of either that particular transaction the Account or the AdviserManager’s overall responsibilities to clients Manager’s discretionary accounts. Nothing herein shall preclude the aggregation or “bunching” of orders for which it exercises investment discretionthe sale or purchase of portfolio securities in the Account with other accounts managed by Manager. Subject With respect to the same policies allocation of trades, Manager shall not favor any account over any other and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations to the Trustees as required, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved. In some cases, prevailing trading activity may cause Manager to receive various execution prices on the entire volume of a any security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients sold for the purchase or sale accounts of the securityits clients. In such eventcases, allocation Manager may, but shall not be obligated to, average the various prices and charge or credit the Account with the average price, even though the effect of this aggregation of price may sometimes work to the disadvantage of the Account. Client understands and acknowledges that Manager or its affiliates may, based upon such factors as Manager deems to be important, such as Manager’s or its affiliates’ respective trading strategies or their respective accounts’ relative sizes or investment objectives or investment restrictions, restrict to certain accounts purchases and sales of securities so purchased acquired in initial public offerings, including those that trade or sold, as well as the expenses incurred are expected to trade at a premium in the transactionsecondary market. In no event shall Manager be obligated to effect or place an order for any transaction for Client which Manager believes would violate any applicable state or federal law, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name rule, or regulation, or of the Fund and regulations of any regulatory or self-regulatory body to execute for the Fund as which Manager or any of its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund affiliates is subject to be settled at the place of business time of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided hereinproposed transaction.

Brokerage. The Adviser shall be responsible for for, but may delegate, decisions to buy and sell securities for the FundFunds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factorsrely on a list of Adviser-approved brokers or dealers selected based on criteria, among others, into considerationincluding: the best net price availablebroker’s integrity, ethics and trustworthiness regarding any relations and agreements with the Adviser and its clients; the reliabilitybroker’s ability to generate investment ideas that consistently lead to value creation for the Adviser’s clients; the broker’s speed and quality of trade execution to minimize market price impact and maximize value for the Adviser’s clients; the broker’s capability to provide services at the lowest possible cost to the Adviser’s clients; availability of and the Adviser’s direct access to broker research analysts and strategists; sufficient, integrity competent broker personnel and financial condition support staff; the quality, depth and effectiveness of the broker-dealer’s investment research; the size quality and effectiveness of trading ideas and difficulty in executing their evaluation after-the-fact; the ordertimely acknowledgement and correction of trade errors; the efficient clearance and settlement of trades; and the value of broker’s overall ability to provide best execution for the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basisAdviser’s clients. The price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefortherefore. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the FundFunds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from by the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 ActSecurities Exchange Act of 1934, as amended, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, selection and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be to obtain best execution. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients the Fund or accounts for which it exercises the Adviser has investment discretion. Subject to the same policies and legal provisions, the The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredFund, indicating the broker-dealers to whom such allocations have been made made, the amount of such allocation and the basis therefortherefore. When The Adviser is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best price and execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients (to the extent that the Adviser may, in the future, have other clients), the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price and those other clients for execution or lower brokerage commissions and the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the FundFunds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders order to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s Advisor's overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Trust. The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Advisor is also authorized to consider sales of shares as a factor in the Adviser selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of the Fund Funds as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Subadviser is authorized, subject to the supervision of the Adviser and the Trust's Board of Trustees, to establish and maintain accounts on behalf of the Fund with, and place orders for the purchase and sale of the Subadviser Assets with or through, such persons, brokers or dealers ("brokers") as Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser or the Trust's Board of Trustees prior to establishing any such brokerage account. The Subadviser shall be responsible place all orders for decisions to buy the purchase and sell securities sale of portfolio investments for the Fund's account with brokers selected by the Subadviser. In the selection of such brokers and the placing of such orders, the Subadviser shall seek to obtain for broker-dealer selectionthe Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for negotiation of brokerage commission ratesthe Fund the most favorable price and execution available, provided that the Adviser Subadviser, bearing in mind the Fund's best interests at all times, shall not direct orders to an affiliated person consider all factors it deems relevant, including price, the size of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take breadth and nature of the following factorsmarket for the security, among othersthe difficulty of the execution, into consideration: the best net price available; amount of the reliabilitycommission, integrity if any, the timing of the transaction, market prices and trends, the reputation, experience and financial condition stability of the broker-dealer; the size of and difficulty in executing the order; broker involved, and the value quality of service rendered by the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund broker in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredtransactions. Subject to such policies as the Board of Trustees of may determine, or as may be mutually agreed to by the Trust may determine Adviser and consistent with Section 28(e) of the 1934 ActSubadviser, the Adviser Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or and research services (within the meaning of Section 29(e) of the Securities Exchange Act of 1934) to the Adviser Subadviser an amount of commission for effecting a portfolio Fund investment transaction that is in excess of the amount of commission that another broker or dealer would have charged for effecting that transactiontransaction if, if but only if, the Adviser Subadviser 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, dealer viewed in terms of either that particular transaction or the Adviser’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations to the Trustees as required, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the each Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the each Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and of those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the a Fund and to execute for the Fund as its agent and attorney-in-fact such standard institutional customer agreements with such broker or brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the a Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the a Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, selection and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. The Adviser's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s 's overall responsibilities with respect to clients the Fund or accounts for which it exercises the Adviser has investment discretion. Subject to the same policies and legal provisions, the The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredFund, indicating the broker-dealers to whom such allocations have been made made, the amount of such allocation and the basis therefor. When The Adviser is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best price and execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients (to the extent that the Adviser may, in the future, have other clients), the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price and those other clients for execution or lower brokerage commissions and the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser With respect to the Allocated Portion, the Sub-Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, selection and for negotiation of brokerage commission rates, provided that the Adviser shall not . The Sub-Advisor may direct orders to an affiliated person of the Adviser Sub-Advisor or to any other broker-dealer who has been identified by the Advisor to the Sub-Advisor as an affiliate of any other investment manager without general prior authorization to use such affiliated broker or dealer from by the Trust’s Board of Trustees, provided that the Sub-Advisor does so in a manner consistent with Sections 17(a) and 17(e) of the Investment Company Act, Rule 17e-1 thereunder and the Rule 17e-1 procedures adopted by the Trust (a copy of which shall by provided by the Advisor). The Sub-Advisor’s primary consideration in effecting a securities transaction will be attempting to achieve best execution under the circumstances. In selecting a broker-dealer to execute each particular transaction, the Adviser Sub-Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredoffered under the circumstances of any particular transaction. Subject to such policies as the Advisor and the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Sub-Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Sub-Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Sub-Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserSub-Advisor’s or the Advisor’s overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Fund. The Sub-Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either, or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Adviser Sub-Advisor shall determine, and the Adviser Sub-Advisor shall report on such allocations regularly to the Trustees as requiredAdvisor and the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser Sub-Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of other clientsthe Sub-Advisor, the AdviserSub-Advisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of most efficient execution under the securitycircumstances. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Sub-Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Manager shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Manager shall not direct orders to an affiliated person of the Adviser Manager without general prior authorization to use such affiliated broker or dealer from by the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser Manager may take the following factorsinto consideration, among others, into considerationother relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 ActSecurities Exchange Act of 1934, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Manager an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserManager’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserManager, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine, and the Adviser Manager shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the AdviserManager, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes Any Sub-Advisers that the Manager employs shall be subject to, and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered entitled to the Custodian for benefits of, the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided hereinprovisions of this subsection (b).

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the FundFunds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from by the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, Exchange Act the 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 the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund Funds as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders order to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredoffered reasonably justify the difference. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s Advisor's overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Trust. The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Advisor is also authorized to consider sales of shares as a factor in the Adviser selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the FundFunds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from by the Trust’s Board of Trustees. The Advisor’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 ActSecurities Exchange Act of 1934, as amended, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserAdvisor’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser Advisor deems the purchase or sale of a security to be in the best interest of the Fund Funds as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the FundFunds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund Funds as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund Funds and those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the a Fund and to execute for the Fund as its agent and attorney-in-fact such standard institutional customer agreements with such broker or brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the a Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the a Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible In connection with the investment and reinvestment of the assets of each Series, the Advisor is authorized (and can delegate to Sub-Advisors) to select the brokers, dealers or futures commission merchants that will execute purchase and sale transactions for decisions each Series’ portfolio (the “Portfolio”), to buy execute for each Series as its agent and sell attorney-in-fact standard customer agreements and other documentation in connection with opening trading accounts with such brokers, dealers or futures commission merchants, including, but not limited to, ISDA agreements, and to use all reasonable efforts to obtain the best available price and most favorable execution (“best execution”) with respect to all such purchases and sales of portfolio securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trusteessaid Portfolio. In selecting a broker-dealer to execute each particular transaction, the Adviser The Advisor may take the following factorsinto consideration, among othersother things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund each Series on a continuing basis. The price to the Fund Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject The Advisor shall maintain records adequate to such policies demonstrate compliance with the requirements of this section. Such records shall be made available to the Fund upon request. In evaluating the ability of a broker-dealer to provide best execution with respect to a particular transaction, the Advisor may also consider the brokerage and research services provided (as the Board of Trustees of the Trust may determine and consistent with those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Directors of the Fund and Section 28(e) of the Exchange Act, the 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 the Fund Advisor is authorized to pay to a broker or dealer that who provides (directly or indirectly) such brokerage or and research services to the Adviser an amount of a commission for effecting executing a portfolio transaction for a Series which is in excess of the amount of commission another broker or dealer would have charged for effecting that transactiontransaction if, if but only if, the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, dealer — viewed in terms of either that particular transaction or in terms of the Adviser’s overall responsibilities of the Advisor to clients for which it exercises investment discretionits discretionary clients, including the Series. Subject to the same policies and legal provisionsIn addition, the Adviser Advisor is further authorized to allocate the purchase and sale orders placed by it on behalf of the Fund for securities to such brokers or dealers who also provide research (including brokers and dealers that are affiliated with the Advisor, any Sub-Advisor or statistical materialthe Fund’s principal underwriter) if the Advisor believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will a Series’ assets be purchased from or other services, sold to the TrustAdvisor, any Sub-Advisor, the AdviserFund’s principal underwriter, or any affiliate affiliated person of either. Such allocation shall be either the Fund, Advisor, any Sub-Advisor or the principal underwriter, acting as principal in such amounts and proportions as the Adviser shall determinetransaction, except to the extent permitted by the SEC and the Adviser shall report on such allocations to the Trustees as required, indicating the broker-dealers to whom such allocations have been made and the basis therefor1940 Act. When the Adviser Advisor deems the purchase or sale of a security to be in the best interest of the Fund a Series as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulationsregulations and consistent with the Advisor’s duty to seek best execution, may aggregate orders of the Fund Series and of those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Series and to such other clients. The Trust Fund authorizes and empowers the Adviser Advisor to open and maintain trading accounts in the name of the Fund each Series and to execute for the Fund each Series as its agent and attorney-in-fact such customer agreements with such broker or brokers or dealers as the Adviser Advisor shall select as provided herein. The Adviser Advisor shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund a Series to be settled at the place of business of the Custodian custodian or as the Custodian custodian shall direct. All securities and other property of the Fund a Series shall remain in the direct or indirect custody of the Custodian custodian except as otherwise authorized by the Board. The Adviser Advisor further shall have the authority to instruct the Custodian custodian to pay cash for securities and other property delivered to the Custodian custodian for the Fund a Series and deliver securities and other property against payment for the Funda Series, and such other authority granted by the Trust or the Board Fund from time to time. The Adviser Advisor shall not have authority to cause the Custodian custodian to deliver securities and other property or pay cash to the Adviser Advisor except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders order to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s Advisor's overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Trust. The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Advisor is also authorized to consider sales of shares as a factor in the Adviser selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from by the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 ActSecurities Exchange Act of 1934, as amended, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders order to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s Advisor's overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Trust. The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Advisor is also authorized to consider sales of shares as a factor in the Adviser selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the FundFunds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the each Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 ActSecurities and Exchange Act of 1934, as amended, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s Advisor's overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser Advisor deems the purchase or sale of a security to be in the best interest of the Fund Funds as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates. The Advisor may, provided that the Adviser shall not consistent with its obligations hereunder, direct orders to an affiliated person of the Adviser without general prior authorization Advisor. The Advisor’s primary consideration in effecting a securities transaction will be to use such affiliated broker or dealer from obtain the Trust’s Board of Trusteesmost favorable price and execution available. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees Directors of the Trust Fund may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserAdvisor’s overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Fund. The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredFund, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase securities to be so purchased or sale of the securitysold. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy In connection with the investment and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person reinvestment of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board assets of Trustees. In selecting a broker-dealer to execute each particular transactionFund, the Adviser is authorized to select the brokers, dealers or futures commission merchants that will execute purchase and sale transactions for each Fund’s portfolio (the “Portfolio”), to execute for each Fund as its agent and attorney-in-fact standard customer agreements and other documentation in connection with opening trading accounts with such brokers, dealers or futures commission merchants, including, but not limited to, ISDA agreements, and to use all reasonable efforts to obtain the best available price and most favorable execution (“best execution”) with respect to all such purchases and sales of portfolio securities for said Portfolio. The Adviser may take the following factorsinto consideration, among othersother things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the each Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject The Adviser shall maintain records adequate to such policies demonstrate compliance with the requirements of this section. Such records shall be made available to the Trust upon request. In evaluating the ability of a broker-dealer to provide best execution with respect to a particular transaction, the Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Exchange Act, the 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 the Fund is authorized to pay to a broker or dealer that who provides (directly or indirectly) such brokerage or and research services to the Adviser an amount of a commission for effecting executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transactiontransaction if, if but only if, the 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, dealer — viewed in terms of either that particular transaction or in terms of the Adviser’s overall responsibilities of the Adviser to clients for which it exercises investment discretionits discretionary clients, including a Fund. Subject to the same policies and legal provisionsIn addition, the Adviser is further authorized to allocate the purchase and sale orders placed by it on behalf of the Fund for securities to such brokers or dealers who also provide research (including brokers and dealers that are affiliated with the Adviser or statistical materialthe Trust’s principal underwriter) if the Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will a Fund’s assets be purchased from or sold to the Adviser, the Trust’s principal underwriter, or other services, to any affiliated person of either the Trust, the Adviser, or any affiliate of either. Such allocation shall be the Trust’s principal underwriter, acting as principal in such amounts and proportions as the Adviser shall determinetransaction, except to the extent permitted by the SEC and the Adviser shall report on such allocations to the Trustees as required, indicating the broker-dealers to whom such allocations have been made and the basis therefor1940 Act. When the Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulationsregulations and consistent with the Adviser’s duty to seek best execution, may aggregate orders of the Fund and of those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the each Fund and to execute for the each Fund as its agent and attorney-in-fact such customer agreements with such broker or brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the a Fund to be settled at the place of business of the Custodian custodian or as the Custodian custodian shall direct. All securities and other property of the a Fund shall remain in the direct or indirect custody of the Custodian custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. The Adviser's primary consideration in effecting a securities transaction will be the best execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the each Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the 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 the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s 's overall responsibilities with respect to clients each Fund or accounts for which it exercises the Adviser has investment discretion. Subject to the same policies and legal provisions, the The Adviser is further authorized to allocate the orders placed by it on behalf of the each Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredFunds, indicating the broker-dealers to whom such allocations have been made and the basis therefortherefore. When The Adviser is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best price and execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients (to the extent that the Adviser may, in the future, have other clients), the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the each Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. The Advisor will effect all securities transactions for the benefit of the Fund in accordance with its duty to seek best execution. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredoffered and the transaction is effected in accordance with the Advisor’s obligation to obtain best execution. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserAdvisor’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser will seek to obtain “best execution” and may take the following factors, among others, into consideration: the best net price availableprice; clearance; settlement; the reliability, integrity and financial condition of the broker-dealer; efficiency in execution and error resolution; block trading and block positioning; willingness to execute related or unrelated difficult transactions in the future; special execution capabilities; order of call; availability of stocks for short selling; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredoffered and the Adviser satisfies its obligation to obtain “best execution” as that term is defined by law. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and of those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The In placing orders with brokers and/or dealers, the Sub-Adviser shall be responsible is directed at all times to seek best price and execution for decisions to buy purchases and sell securities for sales on behalf of the Fund, for broker-dealer selection, and for negotiation of taking into account such factors as price (including the applicable brokerage commission ratesor dealer spread), provided that the Adviser shall not direct orders to an affiliated person execution capability, financial responsibility and responsiveness of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of brokerage and research services provided by the expected contribution of the brokerbroker or dealer. Sub-dealer Adviser should generally seek favorable prices and commission rates that are reasonable in relation to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredbenefits received. Subject to such policies conditions as may be imposed by the Trust's Board of Trustees of Trustees, the Trust Sub-Adviser may determine and consistent with pay commissions to brokers and/or dealers that are higher than might be charged by another qualified broker to obtain brokerage and/or research services (as those terms are defined in Section 28(e) of the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act, ")) considered by the Sub-Adviser shall not to be deemed to have acted unlawfully useful or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused desirable in the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess performance of the amount of commission another broker or dealer would have charged for effecting that transactionSub-Adviser's duties hereunder, if the Sub-Adviser determines in good faith that such the amount of the commission was is reasonable in relation to the value of the brokerage and research services provided by such the executing broker or dealer, . The determination may be viewed in terms of either that a particular transaction or the Sub-Adviser’s 's overall responsibilities with respect to clients for the Fund and to accounts over which it Sub-Adviser exercises investment discretion. The Fund and the Sub-Adviser understand and acknowledge that, although the information may be useful to the Fund and the Sub-Adviser, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution as described above, the Sub-Adviser may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute Fund portfolio transactions. Subject to the same policies foregoing and legal provisionsto such conditions as may be imposed by the Adviser or the Trust's Board of Trustees and the provisions of the 1940 Act, Exchange Act, and other applicable law, nothing herein shall prohibit the Sub-Adviser from selecting brokers and/or dealers who are "affiliated persons" of the Sub-Adviser, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, . On occasions when the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations to the Trustees as required, indicating the brokerSub-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest interests of the Fund Trust as well as of other clientscustomers, the AdviserSub-Adviser may, to the extent permitted by applicable laws and regulations, may but shall not be obligated to, aggregate orders of the Fund securities to be so sold or purchased in order to obtain the best execution and those other clients for the purchase or sale of the securitylower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and Trust and, if applicable, to such other clientscustomers. The Trust authorizes and empowers If any occasion should arise in which the Sub-Adviser gives any advice to open and maintain trading accounts in clients of Sub-Adviser concerning the name shares of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, Sub-Adviser will act solely as investment counsel for such client and such other authority granted by not in any way on behalf of the Trust or Fund. Sub-Adviser's services to the Board from time Fund pursuant to time. The this Agreement are not to be deemed to be exclusive and it is understood that Sub-Adviser shall not have authority to cause the Custodian to deliver securities may render investment advice, management and other property or pay cash services to the Adviser except as expressly provided hereinothers, including other registered investment companies.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders order to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from for the Trust’s Board of Trustees. The Advisor’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, ,integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserAdvisor’s overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Trust. The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Advisor is also authorized to consider sales of shares as a factor in the Adviser selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders order to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s Advisor's overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Trust. The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also alsO provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Advisor is also authorized to consider sales of shares as a factor in the Adviser selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders order to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from for the Trust’s Board of Trustees. The Advisor’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; , the size of and difficulty in executing the order; , and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserAdvisor’s overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Trust. The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Advisor is also authorized to consider sales of shares as a factor in the Adviser selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserAdvisor’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the a Fund and to execute for the Fund as its agent and attorney-in-fact such standard institutional customer agreements with such broker or brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the a Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the a Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The SubAdviser is authorized, subject to the supervision of the Adviser and the Trust's Board of Trustees, to establish and maintain accounts on behalf of the Fund with, and place orders for the purchase and sale of the Fund's portfolio securities with or through, such persons, brokers (including, to the extent permitted by applicable law and by the Trust, the Fund or the Adviser, any broker affiliated with the SubAdviser) or dealers ("brokers") as SubAdviser may elect and negotiate commissions to be paid on such transactions. Upon obtaining consent of the Adviser or the Trust's Board of Trustees, the SubAdviser may effect the purchase and sale of securities in private transactions on such terms and conditions as shall be responsible approved by the Adviser. The SubAdviser shall place all orders for decisions to buy the purchase and sell securities sale of portfolio investments for the Fund's account with brokers or dealers selected by the SubAdviser. In the selection of such brokers or dealers and the placing of such orders, the SubAdviser shall seek to obtain for broker-dealer selectionthe Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for negotiation of brokerage commission ratesthe Fund the most favorable price and execution available, provided that the Adviser shall not direct orders to an affiliated person SubAdviser, bearing in mind the best interests of the Adviser without general prior authorization to use such affiliated Fund at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transactioninvolved, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value quality of service rendered by the expected contribution of the broker-broker or dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredtransactions. Subject to such policies as the Board of Trustees of may determine, or as may be mutually agreed to by the Trust may determine Adviser and consistent with Section 28(e) of the 1934 ActSubAdviser, the Adviser SubAdviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to the Adviser SubAdviser an amount of commission for effecting a portfolio the Fund's investment transaction that is in excess of the amount of commission that another broker or dealer would have charged for effecting that transactiontransaction if, if but only if, the Adviser SubAdviser 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, dealer viewed in terms of either that particular transaction or the Adviser’s overall responsibilities responsibility of the SubAdviser with respect to clients for the accounts as to which it exercises investment discretion. Subject It is recognized that the services provided by such brokers may be useful to the same policies and legal provisions, SubAdviser in connection with the Adviser is further authorized SubAdviser's services to allocate other clients. On occasions when the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations to the Trustees as required, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser SubAdviser deems the purchase or sale of a security to be in the best interest interests of the Fund as well as other clients of other clientsthe SubAdviser, the AdviserSubAdviser, to the extent permitted by applicable laws and regulationsregulations and subject to the SubAdviser's allocation procedures approved by the Fund's Board or Adviser, may may, but shall be under no obligation to, aggregate orders of the Fund securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securityefficient execution. In such event, allocation of the securities so purchased sold or soldpurchased, as well as the expenses incurred in the transaction, will be made by the Adviser SubAdviser in accordance with the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized SubAdviser's procedures approved by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust Trustees or the Board from time to timeAdviser. The Adviser In purchasing and selling investments, the SubAdviser shall not have authority to cause the Custodian to deliver securities favor one investment advisory client over another and other property or pay cash to the Adviser except as expressly provided hereinshall treat each such client in a fair manner.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the each Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredoffered or as set forth below. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the each Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and of those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from by the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Exchange Act, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for for, but may delegate, decisions to buy and sell securities for the FundFunds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders order to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from for the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the FundFunds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from by the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 ActSecurities Exchange Act of 1934, as amended, the 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 the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund Funds as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the TrustFund’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust Fund may determine and consistent with Section 28(e) of the 1934 Act, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations to the Trustees as required, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust Fund authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust Fund or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions Subadviser is authorized, subject to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person supervision of the Adviser without general prior authorization to use such affiliated broker or dealer from and the Trust’s 's Board of Trustees, to establish and maintain accounts on behalf of the Fund with, and place orders for the purchase and sale of the Subadviser Assets with or through, such persons, brokers or dealers ("brokers") as Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser or the Trust's Board of Trustees prior to establishing any such brokerage account. The Subadviser shall place all orders for the purchase and sale of portfolio investments for a Fund's account with brokers selected by the Subadviser. In selecting the selection of such brokers and the placing of such orders, the Subadviser shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for a broker-dealer to execute each particular Fund the most favorable price and execution available, the Subadviser, bearing in mind such Fund's best interests at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the Adviser may take breadth and nature of the following factorsmarket for the security, among othersthe difficulty of the execution, into consideration: the best net price available; amount of the reliabilitycommission, integrity if any, the timing of the transaction, market prices and trends, the reputation, experience and financial condition stability of the broker-dealer; the size of and difficulty in executing the order; broker involved, and the value quality of service rendered by the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund broker in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredtransactions. Subject to such policies as the Board of Trustees of may determine, or as may be mutually agreed to by the Trust may determine Adviser and consistent with Section 28(e) of the 1934 ActSubadviser, the Adviser Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or and research services (within the meaning of Section 29(e) of the Securities Exchange Act of 1934) to the Adviser Subadviser an amount of commission for effecting a portfolio Fund investment transaction that is in excess of the amount of commission that another broker or dealer would have charged for effecting that transactiontransaction if, if but only if, the Adviser Subadviser 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, dealer viewed in terms of either that particular transaction or the Adviser’s overall responsibilities responsibility of the Subadviser with respect to clients for the accounts as to which it exercises investment discretion. Subject It is recognized that the services provided by such brokers may be useful to the same policies and legal provisions, Subadviser in connection with the Adviser is further authorized Subadviser's services to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations to the Trustees as required, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.On occasions when

Brokerage. The Fund shall establish and maintain an account on behalf of the Fund with a carrying futures commission merchant and negotiate commissions to be paid on transactions with the carrying futures commission merchant. The Futures Trading Adviser shall be responsible place orders for decisions the investment and reinvestment, including without limitation purchase and sale of the Futures Trading Adviser Assets with or through, such persons, brokers (including, to buy the extent permitted by applicable law, any broker affiliated with the Adviser or a securities sub-adviser) or dealers (collectively "Brokers") as the Futures Trading Adviser may elect. The Futures Trading Adviser, however, is not required to obtain the consent of the Trust's Board of Trustees prior to selecting Brokers for trade execution. The Futures Trading Adviser shall place all orders for the purchase and sell securities sale of portfolio investments for the Fund's account with executing Brokers selected by the Futures Trading Adviser. In using its reasonable efforts to obtain for the Fund the best execution available, for broker-dealer selectionthe Futures Trading Adviser, bearing in mind the best interests of the Fund at all times, shall consider all factors it deems relevant, including (without limitation) price, the size of the transaction, the breadth and nature of the market, the difficulty of the execution, the amount of the commission, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the Broker involved, and for negotiation the quality of brokerage commission rates, provided that service rendered by the Broker in other transactions. The Futures Trading Adviser shall not direct orders consider a Broker's sale of Fund shares when selecting the Broker to an affiliated person execute trades. If Section 28(e) of the Adviser without general prior authorization Securities Exchange Act of 1934 is deemed to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transactionapply futures contracts and options on futures, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject subject to such policies as the Board of Trustees of may determine, or as may be mutually agreed to by the Trust may determine Adviser and consistent with Section 28(e) of the 1934 ActFutures Trading Adviser, the Futures Trading Adviser is authorized but not obligated to cause, and 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 caused, the Fund to pay a broker or dealer Broker that provides (directly or indirectly) brokerage or and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to the Futures Trading Adviser an amount of commission for effecting a portfolio Futures Trading Adviser Assets investment transaction that is in excess of the amount of commission that another broker or dealer Broker would have charged for effecting that transactiontransaction if, if but only if, the Futures Trading 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, Broker viewed in terms of either that particular transaction or the Adviser’s overall responsibilities responsibility of the Futures Trading Adviser with respect to clients for the accounts as to which it exercises investment discretion. Subject It is recognized that the services provided by such Brokers may be useful to the same policies and legal provisions, Futures Trading Adviser in connection with the Adviser is further authorized Futures Trading Adviser's services to allocate other clients. On occasions when the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations to the Trustees as required, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Futures Trading Adviser deems the purchase or sale of a security an instrument to be in the best interest interests of the Fund with respect to the Futures Trading Adviser-managed assets as well as other clients of other clientsthe Futures Trading Adviser, the Futures Trading Adviser, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate orders of the Fund instruments to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securityefficient execution. In such event, allocation of the securities instruments so purchased sold or soldpurchased, as well as the expenses incurred in the transaction, will be made by the Futures Trading Adviser in the manner it the Futures Trading Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers It is recognized that in some cases, this procedure may adversely affect the Adviser to open and maintain trading accounts in price paid or received by the name Fund or the size of the Fund and to execute for position obtainable for, or disposed of by, the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered respect to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided hereinFutures Trading Adviser-managed assets.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of TrusteesTrustees and compliance with the Funds’ affiliated brokerage procedures. The Adviser’s primary consideration in effecting a securities transaction will be obtaining the most favorable price and execution available. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factorsconsider all factors it deems relevant, among others, into considerationincluding by way of illustration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Exchange Act, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients for its accounts, including the Fund, to which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of eitheraffiliate. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for securities to be so purchased or sold in order to obtain the purchase or sale of the securitymost favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, selection and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. The Adviser's primary consideration in effecting a securities transaction will be to obtain best execution. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s 's overall responsibilities with respect to clients the Fund or accounts for which it exercises the Adviser has investment discretion. Subject to the same policies and legal provisions, the The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredFund, indicating the broker-dealers to whom such allocations have been made made, the amount of such allocation and the basis therefor. When The Adviser is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best price and execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients (to the extent that the Adviser may, in the future, have other clients), the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price and those other clients for execution or lower brokerage commissions and the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders order to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s Advisor's overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Trust. The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Advisor is also authorized to consider sales of shares as a factor in the Adviser selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, I.E., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of TrusteesTrustees and compliance with the Funds’ affiliated brokerage procedures. The Adviser’s primary consideration in effecting a securities transaction will be obtaining the most favorable price and execution available. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factorsconsider all factors it deems relevant, among others, into considerationincluding by way of illustration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Exchange Act, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients for its accounts, including the Fund, to which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of eitherrespective affiliate. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredFund, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When Notwithstanding the foregoing, the parties understand that in light of the Fund’s investment strategy, most purchases and sales of portfolio securities will be made directly with the issuer of such securities or otherwise in privately negotiated transactions, without a broker-dealer involved. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders order to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from for the Trust’s Board of Trustees. The Advisor’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserAdvisor’s overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Trust. The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Advisor is also authorized to consider sales of shares as a factor in the Adviser selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates. The Advisor may, provided that the Adviser shall not consistant with its obligations hereunder, direct orders to an affiliated person of the Adviser without general prior authorization Advisor. The Advisor’s primary consideration in effecting a securities transaction will be to use such affiliated broker or dealer from obtain the Trust’s Board of Trusteesmost favorable price and execution available. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the each Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserAdvisor’s overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Trust. The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase securities to be so purchased or sale of the securitysold. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general (i) prior authorization notification to the Board of Trustees that the Adviser may use such affiliated broker or dealer from dealer, and (ii) compliance with the TrustFund’s Board of Trusteesaffiliated brokerage procedures. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser will primarily consider execution at the most favorable price under the circumstances, and may take the following factorsalso consider, among others, into considerationother factors: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the Adviser believes that the difference is reasonably justified by other aspects of the portfolio execution services offered. The Adviser need not solicit competitive bids on each transaction. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Exchange Act, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionits advisory clients. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical materialinvestment research, or including third party research, and brokerage execution services and other servicesproducts and services eligible under Section 28(e), to the Trust, the Adviser, Adviser or any affiliate of eitherits affiliates. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The As delegated by the Adviser, the Sub-Adviser shall be is responsible for decisions to buy and sell securities for each Fund and shall determine which entity will effect individual orders for the purchase and sale of securities for the Fund, . The Sub-Adviser is responsible for broker-dealer selection, and for negotiation of brokerage commission rates, provided that neither the Adviser or Sub-Adviser shall not direct orders an order to an affiliated person of the Adviser or Sub-Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of TrusteesChief Compliance Officer. In A primary consideration for the Sub-Adviser in effecting a securities transaction will be execution at the most favorable price. However, in selecting a broker-dealer to execute each particular transaction, the Sub-Adviser may take the following factorsfollowing, among othersother things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The execution price to the Fund in any of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Sub-Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-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 or the Sub-Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Fund. Subject to the same policies and legal provisions, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the a Fund to such brokers or dealers who also provide research or statistical material, or other services, services to the Trust, the Adviser, the Sub-Adviser or any affiliate of eitheraffiliated person thereof. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine, and the Sub-Adviser shall report on such allocations regularly to the Trustees as requiredAdviser who shall report to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, the allocation of the securities so purchased or sold, as well as the expenses expense incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsclients in accordance with the Sub-Adviser’s policies on trade allocation and aggregation. The Trust Adviser authorizes and empowers the Sub-Adviser to open and maintain trading accounts in the name of the each Fund and to execute for the each Fund as its agent and attorney-in-fact such standard institutional customer agreements with such broker or brokers or dealers as the Sub-Adviser shall select as provided herein. The Sub-Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the a Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the BoardCustodian. The Sub-Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the a Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Sub-Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Sub-Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of TrusteesDirectors. The Adviser's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust Directors may determine and consistent with Section 28(e) of the 1934 Actdetermine, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s 's overall responsibilities with respect to clients the Fund or accounts for which it exercises the Adviser has investment discretion. Subject to the same policies and legal provisions, the The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredFund, indicating the broker-dealers to whom such allocations have been made made, the amount of such allocation and the basis therefor. When The Adviser is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best price and execution, I.E., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients (to the extent that the Adviser may, in the future, have other clients), the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price and those other clients for execution or lower brokerage commissions and the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s 's Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the each Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredoffered or as set forth below. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s 's overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the each Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the a Fund and to execute for the Fund as its agent and attorney-in-fact such standard institutional customer agreements with such broker or brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the a Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the a Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders order to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from by the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s Advisor's overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Trust. The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Advisor is also authorized to consider sales of shares as a factor in the Adviser selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, I.E., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will shall be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities or other investment instruments for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from by the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be to seek the best overall execution available. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the breadth of the market in the security; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Exchange Act, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Fund and/or other accounts over which the Adviser may exercise investment discretion, an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Fund. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s Advisor's overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Trust. The Advisor is further authorized to allocate the orders placed by it on behalf of the a Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Advisor is also authorized to consider sales of shares as a factor in the Adviser selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, I.E., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser With respect to the Sub-Advisor’s Allocated Portion, the Sub-Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, selection and for negotiation of brokerage commission rates. For purposes hereof, provided that the Adviser references to “broker-dealer,” “broker” or “dealer” shall not be understood to include other financial intermediaries and counterparties. The Sub-Advisor may direct orders to an affiliated person of the Adviser Sub-Advisor or to any other broker-dealer who has been identified by the Advisor to the Sub-Advisor as an affiliate of any other investment manager without general prior authorization to use such affiliated broker or dealer from by the Trust’s Board of Trustees, provided that the Sub-Advisor does so in a manner consistent with Sections 17(a) and 17(e) of the Investment Company Act, Rule 17e-1 thereunder and the Rule 17e-1 procedures adopted by the Trust (a copy of which shall by provided by the Advisor). The Sub-Advisor’s primary consideration in effecting a securities transaction will be best execution. In selecting a broker-dealer to execute each particular transaction, the Adviser Sub-Advisor may take the following factorsfollowing, among otherswithout limitation, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Advisor and the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Sub-Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Sub-Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Sub-Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserSub-Advisor’s overall responsibilities with respect to clients for the accounts as to which it the Sub-Advisor exercises investment discretion. Subject to the same policies and legal provisions, the Adviser The Sub-Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either, or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Adviser Sub-Advisor shall determine, and the Adviser Sub-Advisor shall report on such allocations regularly to the Trustees as requiredAdvisor and the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser Sub-Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of other clientsthe Sub-Advisor, the AdviserSub-Advisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Sub-Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers For the Adviser to open and maintain trading accounts in avoidance of doubt neither the name Sub-Advisor nor any of its affiliates will be liable for the performance of the Fund and obligations, or acts or omissions of, any broker-dealer with respect to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business any transaction placed on behalf of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser With respect to the Sub-Advisor’s Allocated Portion, the Sub-Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, selection and for negotiation of brokerage commission rates, provided that the Adviser shall not . The Sub-Advisor may direct orders to an affiliated person of the Adviser Sub-Advisor or to any other broker-dealer who has been identified by the Advisor to the Sub-Advisor as an affiliate of any other investment manager without general prior authorization to use such affiliated broker or dealer from by the Trust’s Board of Trustees, provided that the Sub-Advisor does so in a manner consistent with Sections 17(a) and 17(e) of the Investment Company Act, Rule 17e-1 thereunder and the Rule 17e-1 procedures adopted by the Trust (a copy of which shall by provided by the Advisor). The Advisor agrees that it will provide the Sub-Advisor with a written list of relevant affiliates and will, from time to time, update such list as necessary. The Sub-Advisor’s primary consideration in effecting a securities transaction will be best execution. In selecting a broker-dealer to execute each particular transaction, the Adviser Sub-Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Advisor and the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Sub-Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Sub-Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Sub-Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserSub-Advisor’s or the Advisor’s overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Fund. The Sub-Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either, or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Adviser Sub-Advisor shall determine, and the Adviser Sub-Advisor shall report on such allocations regularly to the Trustees as requiredAdvisor and the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser Sub-Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of other clientsthe Sub-Advisor, the AdviserSub-Advisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Sub-Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name Sub-Advisor is authorized on behalf of the Fund to enter into and execute any documents required to execute for the Fund as its agent and attorney-in-fact such agreements effect transactions with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund respect to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, provided that such transactions are in accord with the Registration Statement and such other authority granted with all written guidelines, policies and procedures adopted by the Trust or the Board from time Advisor that are provided in writing to timethe Sub-Advisor. The Adviser Advisor hereby (i) represents that the Fund is an “accredited investor” as defined in Rule 501 (a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and a “Qualified Institutional Buyer” as defined in Rule 144A (a)(1)(i) under the Securities Act, and, in connection therewith, and the Advisor agrees to (A) furnish the Sub-Advisor with such financial information as it may request to confirm its status, and (B) promptly notify the Sub-Advisor if the Fund is no longer an “accredited investor” and/or a “Qualified Institutional Buyer”; and (ii) commits that such securities will not be offered or sold by the Fund except in compliance with the registration requirements of the Securities Act or an exemption therefrom. The Advisor shall not have provide (or cause to be provided) to the Sub-Advisor any additional information that the Sub-Advisor may reasonably request to assist it in managing the Fund. The Sub-Advisor may give a copy of this Agreement to any broker-dealer or other party to a transaction for the Fund as evidence of the Sub-Advisor’s authority to cause act for the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided hereinFund.

Brokerage. The Subadviser is authorized, subject to the supervision of the Adviser and the Trust's Board of Trustees, to establish and maintain accounts on behalf of the Fund, and place orders for the purchase and sale of the Subadviser Assets with or through, such persons, brokers or dealers ("brokers") as Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser or the Trust's Board of Trustees prior to establishing any such brokerage account. The Subadviser shall be responsible place all orders for decisions to buy the purchase and sell securities sale of portfolio investments for the Fund's account with brokers selected by the Subadviser. In the selection of such brokers and the placing of such orders, the Subadviser shall seek to obtain for broker-dealer selectionthe Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for negotiation of brokerage commission ratesthe Fund the most favorable price and execution available, provided that the Adviser Subadviser, bearing in mind the Fund's best interests at all times, shall not direct orders to an affiliated person consider all factors it deems relevant, including price, the size of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take breadth and nature of the following factorsmarket for the security, among othersthe difficulty of the execution, into consideration: the best net price available; amount of the reliabilitycommission, integrity if any, the timing of the transaction, market prices and trends, the reputation, experience and financial condition stability of the broker-dealer; the size of and difficulty in executing the order; broker involved, and the value quality of service rendered by the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund broker in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredtransactions. Subject to such policies as the Board of Trustees of may determine, or as may be mutually agreed to by the Trust may determine Adviser and consistent with Section 28(e) of the 1934 ActSubadviser, the Adviser Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or and research services (within the meaning of Section 29(e) of the Securities Exchange Act of 1934) to the Adviser Subadviser an amount of commission for effecting a portfolio Fund investment transaction that is in excess of the amount of commission that another broker or dealer would have charged for effecting that transactiontransaction if, if but only if, the Adviser Subadviser 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, dealer viewed in terms of either that particular transaction or the Adviser’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations to the Trustees as required, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The In placing orders with brokers and/or dealers, the Sub-Adviser shall be responsible is directed at all times to seek best qualitative execution for decisions to buy purchases and sell securities for sales on behalf of the Fund, for broker-dealer selection, and for negotiation of taking into account such factors as price (including the applicable brokerage commission ratesor dealer spread), provided that the Adviser shall not direct orders to an affiliated person execution capability, financial responsibility and responsiveness of the Adviser without general prior authorization to use such affiliated broker or dealer from and the brokerage and research services provided by the broker or dealer. Sub-Adviser should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received. Subject to such conditions as may be imposed by the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Sub-Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty pay commissions to brokers and/or dealers that are higher than might be charged by another qualified broker to obtain brokerage and/or research services (as those terms are defined in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Securities Exchange Act of 1934, as amended (the “Exchange Act, ”) considered by the Sub-Adviser shall not to be deemed to have acted unlawfully useful or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused desirable in the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess performance of the amount of commission another broker or dealer would have charged for effecting that transactionSub-Adviser’s duties hereunder, if the Sub-Adviser determines in good faith that such the amount of the commission was is reasonable in relation to the value of the brokerage and research services provided by such the executing broker or dealer, . The determination may be viewed in terms of either that a particular transaction or the Sub-Adviser’s overall responsibilities with respect to clients for the Fund and to accounts over which it Sub-Adviser exercises investment discretion. The Fund and the Sub-Adviser understand and acknowledge that, although the information may be useful to the Fund and the Sub-Adviser, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution as described above, the Sub-Adviser may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute Fund portfolio transactions. Subject to the same policies foregoing and legal provisionsto such conditions as may be imposed by the Adviser or the Trust’s Board of Trustees and the provisions of the 1940 Act, Exchange Act, and other applicable law, nothing herein shall prohibit the Sub-Adviser from selecting brokers and/or dealers who are “affiliated persons” of the Sub-Adviser, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, . On occasions when the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations to the Trustees as required, indicating the brokerSub-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clientscustomers, the AdviserSub-Adviser may, to the extent permitted by applicable laws and regulations, may but shall not be obligated to, aggregate orders of the Fund securities to be so sold or purchased in order to obtain the best execution and those other clients for the purchase or sale of the securitylower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and and, if applicable, to such other clientscustomers. The Trust authorizes and empowers If any occasion should arise in which the Sub-Adviser gives any advice to open and maintain trading accounts in clients of Sub-Adviser concerning the name shares of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, Sub-Adviser will act solely as investment counsel for such client and such other authority granted by not in any way on behalf of the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided hereinFund.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the a Fund, for broker-dealer selectionelection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. The Adviser's primary consideration in effecting a securities transaction will be the best execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the 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 the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s 's overall responsibilities with respect to clients the Fund or accounts for which it exercises the Adviser has investment discretion. Subject to the same policies and legal provisions, the The Adviser is further authorized to allocate the orders placed by it on behalf of the a Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredFund, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Adviser is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best price and execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients (to the extent that the Adviser may, in the future, have other clients), the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the FundPortfolio, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. The Adviser's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Portfolio on a continuing basis. The price to the Fund Portfolio in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the 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 the Fund Portfolio to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s 's overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Portfolio. The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Portfolio to such brokers or dealers who also provide research or statistical material, or other services, to the TrustPortfolio, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredPortfolio, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Adviser is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfoliotransactions, subject to the requirements of best execution, I.E., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund Portfolio as well as of other clients (to the extent that the Adviser may, in the future, have other clients), the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Portfolio and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the FundPortfolio, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. The Adviser's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Portfolio on a continuing basis. The price to the Fund Portfolio in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the 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 the Fund Portfolio to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s 's overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Portfolio. The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Portfolio to such brokers or dealers who also provide research or statistical material, or other services, to the TrustPortfolio, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredPortfolio, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Adviser is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, I.E., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund Portfolio as well as of other clients (to the extent that the Adviser may, in the future, have other clients), the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Portfolio and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Unless and until otherwise directed by the Adviser in writing, Sub-Adviser shall have the sole and exclusive authority to designate the brokers, dealer, futures commission merchants, and other investment counterparties, through whom all investment transactions of the Fund shall be responsible for decisions made, including, without limitation, transactions in securities, derivatives, foreign currency exchange, commodities and/or any other investments, all of which transactions shall be executed in accordance with the Sub-Adviser’s brokerage practices as described more fully in Sub-Adviser’s Form ADV Part 2 , as the same may be amended from time to buy time. Cross-trades and sell securities for the use of brokers or dealers affiliated with the Sub-Adviser is expressly prohibited unless authorized by the Adviser in advance in writing. All brokerage commissions and any other fees or expenses charged by any broker or dealer shall be the sole responsibility of and payable by the Fund. In selecting brokers or dealers to effect transaction on behalf of the Fund, for brokerthe Sub-dealer selectionAdviser, subject to its overall duty to obtain “best execution” of Fund transactions, shall have the authority to and for negotiation of brokerage commission rates, provided that may consider the Adviser shall not direct orders to an affiliated person full range and quality of the Adviser ability of brokers and dealers, including without general prior authorization to use such affiliated broker or dealer from limitation, liquidity of the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, market for the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity security and financial condition of the broker-dealer’s access to markets; the size sophistication of broker-dealer’s trading facilities; trading style and difficulty in executing the orderstrategy, including order routing arrangements; and the value speed of the expected contribution trade execution; ability to handle challenging trades; quality of technology offerings; the broker-dealer to dealer’s financial solvency; quality of settlement process; the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if dealer’s commission rate; reliability and quality of executions; trading expertise, including specialization in particular industries, regions or asset classes; back office efficiency and ability to settle trades in a timely manner; the difference is reasonably justified by other aspects of the portfolio execution services offeredbroker-dealer’s reputation and integrity; and confidentiality. Subject to such policies as the Board of Trustees of the Trust may determine and consistent Consistent with Section 28(e) of the 1934 ActSecurities Exchange Act of 1934, the 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 the Fund to pay a broker broker, dealer or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission other financial institution, acting as agent, for effecting a portfolio transaction at a price in excess of the amount of commission another broker or dealer financial institution 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 dealerprovided, viewed in terms of either that particular transaction or the Sub-Adviser’s overall responsibilities with respect to the Fund and to its other clients for as to which it exercises investment discretion. Subject , all without having to demonstrate that any factor is of a direct benefit to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations to the Trustees as required, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made assets held by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The As delegated by the Adviser shall be with respect to the Allocated Assets of each Fund, the Sub-Adviser is responsible for decisions to buy and sell securities for the each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that neither the Adviser or Sub-Adviser shall not direct orders an order to an affiliated person of the Adviser or Sub-Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of TrusteesChief Compliance Officer. The Sub-Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Sub-Adviser may take the following factorsfollowing, among othersother things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The execution price to the Fund in any of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the Fund theFund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Sub-Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-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 or the Sub-Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Fund. Subject to the same policies and legal provisions, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund theFund to such brokers or dealers who also provide research or statistical material, or other services, services to the Trust, the Adviser, the Sub-Adviser or any affiliate of eitheraffiliate. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine, and the Sub-Adviser shall report on such allocations regularly to the Trustees as requiredAdviser who shall report to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund theFund as well as of other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, the allocation of the securities so purchased or sold, as well as the expenses expense incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund theFund and to such other clients. The Trust Adviser authorizes and empowers the Sub-Adviser to open and maintain trading accounts in the name of the Fund theFund and to execute for the Fund as its agent and attorney-in-fact such standard institutional customer agreements with such broker or brokers or dealers as the Sub-Adviser shall select as provided herein. The Sub-Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund theFund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund theFund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the BoardCustodian. The Sub-Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund theFund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Sub-Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Sub-Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders order to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be best execution. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-broker dealer; the size of and difficulty in executing the order; and the value of an ongoing relationship of the expected contribution of Advisor with the broker-dealer to the investment performance of the Fund on a continuing basisdealer. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution and research services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s Advisor's overall responsibilities with respect to clients for the Fund and any other accounts as to which it the Advisor exercises investment discretion. Subject to the same policies and legal provisions, the Adviser The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Advisor is also authorized to consider sales of shares as a factor in the Adviser selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order in accordance with best execution. On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase securities to be so purchased or sale of the securitysold in an effort to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser shall be and Sub-Adviser are jointly responsible for decisions to buy and sell securities for the Fund and shall jointly determine which entity will effect individual orders for the purchase and sale of securities for the Fund. When the Sub-Adviser is jointly determined to be the appropriate entity for placing such orders, the Sub-Adviser is responsible for broker-dealer selection, and for negotiation of brokerage commission rates, provided that neither the Adviser or Sub-Adviser shall not direct orders an order to an affiliated person of the Adviser or Sub-Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of TrusteesChief Compliance Officer. In A primary consideration for the Sub-Adviser in effecting a securities transaction will be execution at the most favorable price. However, in selecting a broker-dealer to execute each particular transaction, the Sub-Adviser may take the following factorsfollowing, among othersother things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The execution price to the Fund in any of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Sub-Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-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 or the Sub-Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Fund. Subject to the same policies and legal provisions, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, services to the Trust, the Adviser, Adviser or any affiliate of eitheraffiliated person thereof. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine, and the Sub-Adviser shall report on such allocations regularly to the Trustees as requiredAdviser who shall report to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Sub-Adviser has been jointly determined to be the entity to effect an order on behalf of the Fund, if the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, the allocation of the securities so purchased or sold, as well as the expenses expense incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsclients in accordance with the Sub-Adviser’s Allocation and Aggregation Policy. The Trust Adviser authorizes and empowers the Sub-Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such standard institutional customer agreements with such broker or brokers or dealers as the Sub-Adviser shall select as provided herein. The Sub-Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the BoardCustodian. The Sub-Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Sub-Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Sub-Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders order to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an Advisor all amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s Advisor's overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Trust. The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Advisor is also authorized to consider sales of shares as a factor in the Adviser selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, I.E. that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser Advisor shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at an authorized custodian for the place of business Fund pursuant to other arrangements authorized by the Trust. All securities and/or other property of the Custodian Fund shall remain in the direct or as indirect custody of an authorized custodian for the Custodian Fund's assets. The Advisor shall directnot and does not have the authority to instruct a Fund custodian to deliver Fund securities or other property or transfer assets of the Fund in any manner inconsistent with the terms of the custody arrangements approved for the Fund by the Trust. All securities and other property of the Fund shall remain in the direct or indirect custody of an authorized custodian for the Custodian except as otherwise authorized by the BoardFund's assets. The Adviser further Advisor shall not and does not have the authority to instruct the Custodian a Fund custodian to pay cash for deliver Fund securities and or other property delivered to or transfer assets of the Custodian Fund in any manner inconsistent with the terms of the custody arrangements approved for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided hereinTrust.

Brokerage. The Adviser shall be responsible for decisions to buy and sell securities for the each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-broker- dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the each Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredoffered or as set forth below. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities to clients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the each Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the a Fund and to execute for the Fund as its agent and attorney-in-fact such standard institutional customer agreements with such broker or brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.of

Brokerage. The Adviser shall be responsible for for, but may delegate, decisions to buy and sell securities for the FundFunds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factorsrely on a list ofAdviser-approved brokers or dealers selected based on criteria, among others, into considerationincluding: the best net price availablebroker’s integrity, ethics and trustworthiness regarding any relations and agreements with the Adviser and its clients; the reliabilitybroker’s ability to generate investment ideas that consistently lead to value creation for the Adviser’s clients; the broker’s speed and quality of trade execution to minimize market price impact and maximize value for the Adviser’s clients; the broker’s capability to provide services at the lowest possible cost to the Adviser’s clients; availability of and the Adviser’s direct access to broker research analysts and strategists; sufficient, integrity competent broker personnel and financial condition support staff; the quality, depth and effectiveness of the broker-dealer’s investment research; the size quality and effectiveness of trading ideas and difficulty in executing their evaluation after-the-fact; the ordertimely acknowledgement and correction of trade errors; the efficient clearance and settlement of trades; and the value of broker’s overall ability to provide best execution for the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basisAdviser’s clients. The price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Act, the 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 the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or the Adviser’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefortherefore. When On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the FundFunds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 ActSecurities and Exchange Act of 1934, as amended, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the AdviserAdvisor’s overall responsibilities with respect to clients for which it exercises investment discretionthe Trust. Subject to the same policies and legal provisions, the Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When On occasions when the Adviser Advisor deems the purchase or sale of a security to be in the best interest of the Fund Funds as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Adviser Advisor shall be responsible for decisions to buy and sell securities for the FundFunds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser Advisor shall not direct orders to an affiliated person of the Adviser Advisor without general prior authorization to use such affiliated broker or dealer from for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Adviser Advisor may take the following into consideration all relevant factors, among others, into considerationincluding but not limited to the following: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the dealer's risk in positioning a block of securities, the clearance, settlement, and other operational capabilities of the broker or dealer generally and in connection with securities of the type involved, the broker's or dealer's ability and willingness to commit its capital to facilitate transactions (by participating for its own account) the importance of speed or confidentiality in the particular transaction; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 Actdetermine, the Adviser Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s Advisor's overall responsibilities to clients for which it exercises investment discretion. Subject with respect to the same policies and legal provisions, the Adviser Advisor's clients generally. The Advisor is further authorized to allocate the orders placed by it on behalf of the a Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the AdviserAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, and the Adviser Advisor shall report on such allocations regularly to the Trustees as requiredTrust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. When The Advisor is also authorized to consider sales of shares as a factor in the Adviser selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the AdviserAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and those other clients for the purchase or sale of the securitymost efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.