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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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. 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 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 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 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 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 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 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 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 Subject to the provisions of this Section 7 and any restrictions described in Section 4, Money Manager shall be responsible for decisions have authority and discretion to buy select brokers and sell securities for the Fund, for broker-dealer selectiondealers to execute portfolio transactions initiated by Money Manager, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person selection of the Adviser without general prior authorization markets on/in which the transaction will be executed. (a) In doing so, the Money Manager’s primary objective shall be to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting seek to select a broker-dealer that can be expected to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: obtain the best net price available; execution for the reliabilityInvestment Company. However, 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 this responsibility shall not be deemed to obligate the Money Manager to solicit competitive bids for each transaction; and Money Manager shall have acted unlawfully or no obligation to have breached any duty created by this Agreement or otherwise solely by reason seek the lowest available commission cost to Investment Company, so long as Money Manager believes in good faith, based upon its knowledge of its having caused the Fund to pay a capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction and 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 cost is reasonable in relation to the value total quality and reliability of the brokerage and research services provided made available by such the broker or dealer, to Money Manager viewed in terms of either that particular transaction or the Adviserof Money Manager’s overall responsibilities with respect to its clients, including the Investment Company, as to which Money Manager exercises investment discretion, notwithstanding that Investment Company may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge Investment Company a lower commission on the particular transaction. (b) RIMCo requests that the Money Manager execute 25% of all annual listed equity security transactions giving rise to brokerage commissions through those brokers and dealers as notified to Money Manager by RIMCo, which provide brokerage or research services to RIMCo or as to which an ongoing relationship will be of value to RIMCo in its management of the Fund(s), which services and relationship may, but need not, be of direct benefit to the Fund Account, so long as: (i) Money Manager believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction; and (ii) RIMCo determines that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to RIMCo for the benefit of its clients for which it exercises investment discretion. Subject to , notwithstanding that the same policies and legal provisions, Fund Account may not be the Adviser direct or exclusive beneficiary the brokerage research services. (c) Money Manager agrees that it will not execute any portfolio transactions with a broker or dealer which is further authorized to allocate an “affiliated person” (as defined in the orders placed by it on behalf Act) of the Fund Money Manager or RIMCo except pursuant to such Investment Company’s Board approved 17e-1 Policies and Procedures for Affiliated Brokerage Transactions. XXXXx agrees that it will provide Money Manager with a list of brokers or and dealers who also provide research or statistical material, or other services, to that are “affiliated persons” of RIMCo. (d) On occasions when 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 Money Manager deems the purchase or sale of a security or futures contract to be in the best interest of the Fund Investment Company as well as other advisory clients of other clientsthe Money Manager, the AdviserMoney Manager, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate orders of the Fund securities or futures contracts 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 or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Money Manager in the manner it the Money Manager considers to be the most equitable and consistent with its fiduciary obligations to the Fund Investment Company and to such other clients. The Trust authorizes . (e) Money Manager may execute all documents and empowers agreements with brokers and dealers for the Adviser to open and maintain trading accounts in purposes of managing the name Fund Accounts provided that: (i) the Money Manager does not contravene the Investment Guidelines or Disclosure Documents; (ii) should the Money Manager aggregate transactions of the Fund and Account with other client accounts managed by the Money Manager, any liability or amounts due from other client accounts will not be attributable or chargeable to execute for the Fund as its agent Account and attorney-in-fact (iii) Money Manager shall reasonably determine that the terms of any such agreements with such brokers document 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 contract are not disadvantageous to the Fund to be settled at and that the place of business of the Custodian or as the Custodian shall direct. All securities and other property interests of the Fund shall remain are adequately protected. (f) As used in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further this Section 7, “brokerage and research services” shall have the authority to instruct meaning defined in Section 28(e)(3) of 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 hereinSecurities Exchange Act of 1934.

Brokerage. The Adviser Subject to the provisions of this Section 7 and any restrictions described in Section 4, Money Manager shall be responsible for decisions have authority and discretion to buy select brokers and sell securities for the Fund, for broker-dealer selectiondealers to execute portfolio transactions initiated by Money Manager, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person selection of the Adviser without general prior authorization markets on/in which the transaction will be executed. (a) In doing so, the Money Manager’s primary objective shall be to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting seek to select a broker-dealer that can be expected to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: obtain the best net price available; execution for the reliabilityInvestment Company. However, 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 this responsibility shall not be deemed to obligate the Money Manager to solicit competitive bids for each transaction; and Money Manager shall have acted unlawfully or no Portfolio Management Contract obligation to have breached any duty created by this Agreement or otherwise solely by reason seek the lowest available commission cost to Investment Company, so long as Money Manager believes in good faith, based upon its knowledge of its having caused the Fund to pay a capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction and 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 cost is reasonable in relation to the value total quality and reliability of the brokerage and research services provided made available by such the broker or dealer, to Money Manager viewed in terms of either that particular transaction or the Adviserof Money Manager’s overall responsibilities with respect to its clients, including the Investment Company, as to which Money Manager exercises investment discretion, notwithstanding that Investment Company may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge Investment Company a lower commission on the particular transaction. (b) RIMCo shall retain the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by RIMCo and Money Manager, shall be executed by brokers and dealers which provide brokerage or research services to RIMCo, or as to which an ongoing relationship will be of value to RIMCo in its management of the Fund(s), which services and relationship may, but need not, be of direct benefit to the Fund Account, so long as: (i) Money Manager believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction; and (ii) RIMCo determines that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to RIMCo for the benefit of its clients for which it exercises investment discretion. Subject , notwithstanding that the Fund Account may not be the direct or exclusive beneficiary of any such service or that another broker may be willing to charge a lower commission on the same policies and legal provisions, particular transaction. (c) Money Manager agrees that it will not execute any portfolio transactions with a broker or dealer which is an “affiliated person” (as defined in the Adviser is further authorized to allocate the orders placed by it on behalf Act) of the Fund Money Manager or RIMCo except pursuant to such Investment Company’s Board approved 17e-1 Polices and Procedures for Affiliated Brokerage Transactions. XXXXx agrees that it will provide Money Manager with a list of brokers or and dealers who also provide research or statistical material, or other services, to that are “affiliated persons” of RIMCo. (d) On occasions when 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 Money Manager deems the purchase or sale of a security or futures contract to be in the best interest of the Fund Investment Company as well as other advisory clients of other clientsthe Money Manager, the AdviserMoney Manager, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate orders of the Fund securities or futures contracts 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 or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Money Manager in the manner it the Money Manager considers to be the most equitable and consistent with its fiduciary obligations to the Fund Investment Company and to such other clients. The Trust authorizes Portfolio Management Contract (e) Money Manager may execute all documents and empowers agreements with brokers and dealers for the Adviser to open and maintain trading accounts in purposes of managing the name Fund Accounts provided that: (i) the Money Manager does not contravene the Investment Guidelines or Disclosure Documents; (ii) should the Money Manager aggregate transactions of the Fund and Account with other client accounts managed by the Money Manager, any liability or amounts due from other client accounts will not be attributable or chargeable to execute for the Fund as its agent Account and attorney-in-fact (iii) Money Manager shall reasonably determine that the terms of any such agreements with such brokers document 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 contract are not disadvantageous to the Fund to be settled at and that the place of business of the Custodian or as the Custodian shall direct. All securities and other property interests of the Fund shall remain are adequately protected. (f) As used in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further this Section 7, “brokerage and research services” shall have the authority to instruct meaning defined in Section 28(e)(3) of 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 hereinSecurities Exchange Act of 1934.

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 Advisor 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 shall not direct orders . The Advisor’s primary consideration in effecting a security transaction (including purchases and sales) will be to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trusteesobtain best execution. In selecting a broker-dealer to execute each a particular transaction, the Adviser may Advisor 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 Advisor 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 Advisor 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 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 the Company and to other clients for of the Advisor 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 Company to such brokers or and dealers who also provide research or statistical material, material or other services, services to the TrustCompany, the Adviser, Advisor or to any affiliate of eithersub-advisor. Such allocation shall be in such amounts and proportions as the Adviser Advisor shall determine, determine and the Adviser shall Advisor 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 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 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 Subject to the provisions of this Section 7 and any restrictions described in Section 4, Money Manager shall be responsible for decisions have authority and discretion to buy select brokers and sell securities for the Fund, for broker-dealer selectiondealers to execute portfolio transactions initiated by Money Manager, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person selection of the Adviser without general prior authorization markets on/in which the transaction will be executed. (a) In doing so, the Money Manager’s primary objective shall be to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting seek to select a broker-dealer that can be expected to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: obtain the best net price available; and execution for the reliabilityInvestment Company. However, 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 this responsibility shall not be deemed to obligate the Money Manager to solicit competitive bids for each transaction; and Money Manager shall Portfolio Management Contract have acted unlawfully or no obligation to have breached any duty created by this Agreement or otherwise solely by reason seek the lowest available commission cost to Investment Company, so long as Money Manager believes in good faith, based upon its knowledge of its having caused the Fund to pay a capabilities of the firm selected, that the broker or dealer can be expected to obtain the best price on a particular transaction and 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 cost is reasonable in relation to the value total quality and reliability of the brokerage and research services provided made available by such the broker or dealer, to Money Manager viewed in terms of either that particular transaction or the Adviserof Money Manager’s overall responsibilities with respect to its clients, including the Investment Company, as to which Money Manager exercises investment discretion, notwithstanding that Investment Company may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge Investment Company a lower commission on the particular transaction. (b) FRIMCo shall retain the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by FRIMCo and Money Manager, shall be executed by brokers and dealers which provide brokerage or research services to FRIMCo, or as to which an ongoing relationship will be of value to FRIMCo in its management of the Fund(s), which services and relationship may, but need not, be of direct benefit to the Fund Account, so long as: (i) Money Manager believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker or dealer can be expected to obtain the best price on a particular transaction; and (ii) FRIMCo determines that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to FRIMCo for the benefit of its clients for which it exercises investment discretion. Subject , notwithstanding that the Fund Account may not be the direct or exclusive beneficiary of any such service or that another broker may be willing to charge a lower commission on the same policies and legal provisions, particular transaction. (c) Money Manager agrees that it will not execute any portfolio transactions with a broker or dealer which is an “affiliated person” (as defined in the Adviser is further authorized to allocate the orders placed by it on behalf Act) of the Fund Money Manager or FRIMCo except pursuant to such Investment Company’s Board approved 17e-1 Polices and Procedures for Affiliated Brokerage Transactions. XXXXXx agrees that it will provide Money Manager with a list of brokers or and dealers who also provide research or statistical material, or other services, to that are “affiliated persons” of FRIMCo. (d) On occasions when 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 Money Manager deems the purchase or sale of a security or futures contract to be in the best interest of the Fund Investment Company as well as other advisory clients of other clientsthe Money Manager, the AdviserMoney Manager, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate orders of the Fund securities or futures contracts 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 or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Money Manager in the manner it the Money Manager considers to be the most equitable and consistent with its fiduciary obligations to the Fund Investment Company and to such other clients. The Trust authorizes Portfolio Management Contract (e) Money Manager may execute all documents and empowers agreements with brokers and dealers for the Adviser to open purposes of managing the Fund Accounts provided that: (i) the Money Manager does not contravene the Investment Guidelines or Disclosure Documents; and maintain trading accounts in (ii) should the name Money Manager aggregate transactions of the Fund and Account with other client accounts managed by the Money Manager, any liability or amounts due from other client accounts will not be attributable or chargeable to execute for the Fund as its agent Account. (f) As used in this Section 7, “brokerage 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 research services” shall have the authority to instruct meaning defined in Section 28(e)(3) of 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 hereinSecurities Exchange Act of 1934.

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 Subject to the Investment Adviser's obligation to --------- obtain best price and execution, the Investment Adviser shall be responsible have full discretion to select brokers or dealers to effect the purchase and sale of securities. When the Investment Adviser places orders for decisions to buy and sell the purchase or sale of securities for the FundPortfolio, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services for broker-dealer selectionthe benefit of the Portfolio directly or indirectly. Without limiting the generality of the foregoing, the Investment Adviser is authorized to cause the Portfolio to pay brokerage commissions which may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and for negotiation of brokerage commission ratesresearch services utilized by the Investment Adviser, 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 Investment Adviser determines in good faith that such the amount of each such commission was paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that the particular transaction to which the commission relates or the Investment Adviser’s 's overall responsibilities with respect to clients for accounts as to which it the Investment Adviser exercises investment discretion. Subject The Investment Adviser may aggregate securities orders so long as the Investment Adviser adheres to a policy of allocating investment opportunities to the same policies Portfolio over a period of time on a fair and legal provisionsequitable basis relative to other clients. In no instance will the Portfolio's securities be purchased from or sold to the Fund's principal underwriter, 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 Investment Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determineaffiliated person thereof, 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, except to the extent permitted by SEC exemptive order or by applicable laws and regulations, may aggregate orders law. The Investment Adviser shall report to the Board of Directors of the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Adviser, pursuant to the foregoing paragraph, and those other clients for shall certify to the purchase Board that the commissions paid were reasonable in terms either of that transaction or sale the overall responsibilities 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 the Investment Adviser's other clients. The Trust authorizes , that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and empowers the Adviser to open and maintain trading accounts that such commissions were paid in the name compliance with Section 28(e) 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 Securities Exchange Act 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 herein1934.

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 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, 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 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 clients. 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 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 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 Subject to the provisions of this Section 7 and any restrictions described in Section 4, Money Manager shall be responsible for decisions have authority and discretion to buy select brokers and sell securities for the Fund, for broker-dealer selectiondealers to execute portfolio transactions initiated by Money Manager, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person selection of the Adviser without general prior authorization markets on/in which the transaction will be executed. References in this Contract to use such affiliated broker or dealer from “brokers”, “dealers”, and “broker-dealers” shall be deemed to include any other type of counterparty, unless the Trustcontext otherwise requires. (a) In doing so, the Money Manager’s Board of Trustees. In selecting primary objective shall be to seek to select a broker-dealer that can be expected to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: obtain the best net price available; execution for the reliabilityInvestment Company. However, 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 this responsibility shall not be deemed to obligate the Money Manager to solicit competitive bids for each transaction; and Money Manager shall have acted unlawfully or no obligation to have breached any duty created by this Agreement or otherwise solely by reason seek the lowest available commission cost to Investment Company, so long as Money Manager believes in good faith, based upon its knowledge of its having caused the Fund to pay a capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction and 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 cost is reasonable in relation to the value total quality and reliability of the brokerage and research services provided made available by such the broker or dealer, to Money Manager viewed in terms of either that particular transaction or the Adviserof Money Manager’s overall responsibilities with respect to its clients, including the Investment Company, as to which Money Manager exercises investment discretion, notwithstanding that Investment Company may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge Investment Company a lower commission on the particular transaction. (b) RIM may request that the Money Manager execute a certain percentage of listed equity security transactions giving rise to brokerage commissions through those brokers and dealers as notified to Money Manager by RIM, which provide brokerage or research services to RIM or as to which an ongoing relationship will be of value to RIM in its management of the Fund(s), which services and relationship may, but need not, be of direct benefit to the Fund Account, so long as: (i) Money Manager believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction; and (ii) RIM determines that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to RIM for the benefit of its clients for which it exercises investment discretion. Subject to , notwithstanding that the same policies and legal provisions, Fund Account may not be the Adviser direct or exclusive beneficiary the brokerage research services. (c) Money Manager agrees that it will not execute any portfolio transactions with a broker or dealer which is further authorized to allocate an “affiliated person” (as defined in the orders placed by it on behalf Act) of the Fund Money Manager or RIM except pursuant to such Investment Company’s Board approved 17e-1 Policies and Procedures for Affiliated Brokerage Transactions. XXX agrees that it will provide Money Manager with a list of brokers or and dealers who also provide research or statistical material, or other services, to that are “affiliated persons” of RIM. (d) On occasions when 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 Money Manager deems the purchase or sale of a security or futures contract to be in the best interest of the Fund Investment Company as well as other advisory clients of other clientsthe Money Manager, the AdviserMoney Manager, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate orders of the Fund securities or futures contracts 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 or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Money Manager in the manner it the Money Manager considers to be the most equitable and consistent with its fiduciary obligations to the Fund Investment Company and to such other clients. The Trust authorizes . (e) Money Manager may execute all documents and empowers agreements with brokers and dealers for the Adviser to open and maintain trading accounts in purposes of managing the name Fund Accounts provided that: (i) the Money Manager does not contravene the Investment Guidelines or Disclosure Documents; (ii) should the Money Manager aggregate transactions of the Fund and Account with other client accounts managed by the Money Manager, any liability or amounts due from other client accounts will not be attributable or chargeable to execute for the Fund as its agent Account and attorney-in-fact (iii) Money Manager shall reasonably determine that the terms of any such agreements with such brokers document 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 contract are not disadvantageous to the Fund to be settled at and that the place of business of the Custodian or as the Custodian shall direct. All securities and other property interests of the Fund shall remain are adequately protected. (f) As used in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further this Section 7, “brokerage and research services” shall have the authority to instruct meaning defined in Section 28(e)(3) of 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 hereinSecurities Exchange Act of 1934.

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 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 Subject to the provisions of this Section 7 and any restrictions described in Section 4, Money Manager shall be responsible for decisions have authority and discretion to buy select brokers and sell securities for the Fund, for broker-dealer selectiondealers to execute portfolio transactions initiated by Money Manager, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person selection of the Adviser without general prior authorization markets on/in which the transaction will be executed. (a) In doing so, the Money Manager’s primary objective shall be to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting seek to select a broker-dealer that can be expected to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: obtain the best net price available; execution for the reliabilityInvestment Company. However, 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 this responsibility shall not be deemed to obligate the Money Manager to solicit competitive bids for each transaction; and Money Manager shall have acted unlawfully or no obligation to have breached any duty created by this Agreement or otherwise solely by reason seek the lowest available commission cost to Investment Company, so long as Money Manager believes in good faith, based upon its knowledge of its having caused the Fund to pay a capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction and 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 cost is reasonable in relation to the value total quality and reliability of the brokerage and research services provided made available by such the broker or dealer, to Money Manager viewed in terms of either that particular transaction or the Adviserof Money Manager’s overall responsibilities with respect to its clients, including the Investment Company, as to which Money Manager exercises investment discretion, notwithstanding that Investment Company may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge Investment Company a lower commission on the particular transaction. (b) RIMCo requests that the Money Manager execute 25% of all annual listed equity security transactions giving rise to brokerage commissions through those brokers and dealers listed on Exhibit I and which provide brokerage or research services to RIMCo or as to which an ongoing relationship will be of value to RIMCo in its management of the Fund(s), which services and relationship may, but need not, be of direct benefit to the Fund Account, so long as: (i) Money Manager believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction; and (ii) RIMCo determines that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to RIMCo for the benefit of its clients for which it exercises investment discretion. Subject to , notwithstanding that the same policies and legal provisions, Fund Account may not be the Adviser direct or exclusive beneficiary the brokerage research services. (c) Money Manager agrees that it will not execute any portfolio transactions with a broker or dealer which is further authorized to allocate an “affiliated person” (as defined in the orders placed by it on behalf Act) of the Fund Money Manager or RIMCo except pursuant to such Investment Company’s Board approved 17e-1 Polices and Procedures for Affiliated Brokerage Transactions. XXXXx agrees that it will provide Money Manager with a list of brokers or and dealers who also provide research or statistical material, or other services, to that are “affiliated persons” of RIMCo. (d) On occasions when 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 Money Manager deems the purchase or sale of a security or futures contract to be in the best interest of the Fund Investment Company as well as other advisory clients of other clientsthe Money Manager, the AdviserMoney Manager, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate orders of the Fund securities or futures contracts 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 or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Money Manager in the manner it the Money Manager considers to be the most equitable and consistent with its fiduciary obligations to the Fund Investment Company and to such other clients. The Trust authorizes . (e) Money Manager may execute all documents and empowers agreements with brokers and dealers for the Adviser to open and maintain trading accounts in purposes of managing the name Fund Accounts provided that: (i) the Money Manager does not contravene the Investment Guidelines or Disclosure Documents; (ii) should the Money Manager aggregate transactions of the Fund and Account with other client accounts managed by the Money Manager, any liability or amounts due from other client accounts will not be attributable or Portfolio Management Contract chargeable to execute for the Fund as its agent Account and attorney-in-fact (iii) Money Manager shall reasonably determine that the terms of any such agreements with such brokers document 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 contract are not disadvantageous to the Fund to be settled at and that the place of business of the Custodian or as the Custodian shall direct. All securities and other property interests of the Fund shall remain are adequately protected. (f) As used in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further this Section 7, “brokerage and research services” shall have the authority to instruct meaning defined in Section 28(e)(3) of 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 hereinSecurities Exchange Act of 1934.

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 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 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 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 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 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 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 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 Subject to the provisions of this Section 7 and any restrictions described in Section 4, Money Manager shall be responsible for decisions have authority and discretion to buy select brokers and sell securities for the Fund, for broker-dealer selectiondealers to execute portfolio transactions initiated by Money Manager, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person selection of the Adviser without general prior authorization markets on/in which the transaction will be executed. (a) In doing so, the Money Manager’s primary objective shall be to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting seek to select a broker-dealer that can be expected to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: obtain the best net price available; execution for the reliabilityInvestment Company. However, 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 this responsibility shall not be deemed to obligate the Money Manager to solicit competitive bids for each transaction; and Money Manager shall have acted unlawfully or no obligation to have breached any duty created by this Agreement or otherwise solely by reason seek the lowest available commission cost to Investment Company, so long as Money Manager believes in good faith, based upon its knowledge of its having caused the Fund to pay a capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction and 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 cost is reasonable in relation to the value total quality and reliability of the brokerage and research services provided made available by such the broker or dealer, to Money Manager viewed in terms of either that particular transaction or the Adviserof Money Manager’s overall responsibilities with respect to its clients, including the Investment Company, as to which Money Manager exercises investment discretion, notwithstanding that Investment Company may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge Investment Company a lower commission on the particular transaction. (b) RIMCo requests that the Money Manager execute 25% of all annual listed equity security transactions giving rise to brokerage commissions through those brokers and dealers listed on Exhibit I and which provide brokerage or research services to RIMCo or as to which an ongoing relationship will be of value to RIMCo in its management of the Fund(s), which services and relationship may, but need not, be of direct benefit to the Fund Account, so long as: (i) Money Manager believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction; and (ii) RIMCo determines that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to RIMCo for the benefit of its clients for which it exercises investment discretion. Subject to , notwithstanding that the same policies and legal provisions, Fund Account may not be the Adviser direct or exclusive beneficiary the brokerage research services. (c) Money Manager agrees that it will not execute any portfolio transactions with a broker or dealer which is further authorized to allocate an “affiliated person” (as defined in the orders placed by it on behalf Act) of the Fund Money Manager or RIMCo except pursuant to such Investment Company’s Board approved 17e-1 Policies and Procedures for Affiliated Brokerage Transactions. XXXXx agrees that it will provide Money Manager with a list of brokers or and dealers who also provide research or statistical material, or other services, to that are “affiliated persons” of RIMCo. (d) On occasions when 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 Money Manager deems the purchase or sale of a security or futures contract to be in the best interest of the Fund Investment Company as well as other advisory clients of other clientsthe Money Manager, the AdviserMoney Manager, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate orders of the Fund securities or futures contracts 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 or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Money Manager in the manner it the Money Manager considers to be the most equitable and consistent with its fiduciary obligations to the Fund Investment Company and to such other clients. The Trust authorizes Portfolio Management Contract (e) Money Manager may execute all documents and empowers agreements with brokers and dealers for the Adviser to open and maintain trading accounts in purposes of managing the name Fund Accounts provided that: (i) the Money Manager does not contravene the Investment Guidelines or Disclosure Documents; (ii) should the Money Manager aggregate transactions of the Fund and Account with other client accounts managed by the Money Manager, any liability or amounts due from other client accounts will not be attributable or chargeable to execute for the Fund as its agent Account and attorney-in-fact (iii) Money Manager shall reasonably determine that the terms of any such agreements with such brokers document 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 contract are not disadvantageous to the Fund to be settled at and that the place of business of the Custodian or as the Custodian shall direct. All securities and other property interests of the Fund shall remain are adequately protected. (f) As used in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further this Section 7, “brokerage and research services” shall have the authority to instruct meaning defined in Section 28(e)(3) of 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 hereinSecurities Exchange Act of 1934.

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 '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 Adviser’s Advisor'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 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 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 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, Adviser or to any affiliate of eithersub-advisor. Such allocation shall be in such amounts and proportions as the Adviser shall determine, determine and the Adviser shall will report on such 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 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 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. (a) The Adviser Issuer hereby acknowledges that the Investment Manager shall be authorized to select the brokers and dealers through which transactions for the purchase and sale of Collateral Obligations will be effected and that the Issuer shall be responsible for decisions brokerage commissions with respect to buy and sell securities such transactions. (b) The Investment Manager shall use its commercially reasonable efforts to obtain the best executions for all orders placed with respect to the FundCollateral Obligations, for broker-dealer selectionconsidering all reasonable circumstances, and for negotiation including, if applicable, the conditions or terms of brokerage commission ratesearly redemption of the Rated Notes, provided it being understood that the Adviser shall Investment Manager does not direct orders to an affiliated person guarantee the success 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 offeredefforts. Subject to such policies as the Board first sentence of Trustees this Section 3(b), the Investment Manager may take into consideration all factors the Investment Manager reasonably determines to be relevant, including, without limitation, timing, general relevant trends and research and other brokerage services and support equipment and services related thereto furnished to the Investment Manager or its Affiliates by brokers and dealers. Such services may be used in connection with the other advisory activities or investment operations of the Trust Investment Manager and/or its respective Affiliates. In addition, subject to the objective of obtaining best execution, the Investment Manager may determine take into account available prices, rates of brokerage commissions and consistent size and difficulty of the order, the nature of the market for such security, the time constraints of the transaction, in addition to other relevant factors (such as, without limitation, execution capabilities, reliability (based on total trading rather than individual trading), integrity, financial condition in general, execution and operational capabilities of competing brokers and/or dealers), without having to demonstrate that such factors are of a direct benefit to the Issuer in any specific transaction. The Issuer acknowledges that the determination by the Investment Manager of any benefit to the Issuer is subjective and represents the Investment Manager’s evaluation at the time that the Issuer will be benefited by relatively better purchase or sales prices, lower brokerage commissions and beneficial timing of transactions or a combination of these and other factors. (c) The Investment Manager may aggregate sales and purchase orders of securities placed with respect to the Collateral with similar orders being made simultaneously for other accounts managed by the Investment Manager or with accounts of the Affiliates of the Investment Manager, if in the Investment Manager’s sole judgment such aggregation would result in an overall economic benefit to the Issuer, taking into consideration the availability of purchasers or sellers, the selling or purchase price, brokerage commission and other expenses. In the event that a sale or purchase of a Collateral Obligation, occurs as part of any aggregate sales or purchase orders, the objective of the Investment Manager (and any of its Affiliates involved in such transactions) shall be to allocate the executions among the relevant accounts in a manner reasonably believed by the Investment Manager to be equitable over time for all accounts involved, taking into consideration, among other relevant factors, the differing investment objectives of the Issuer and the Investment Manager’s (or its Affiliates’) other clients, the amount of capital available, eligibility criteria set forth in the Indenture and in any governing documents relating to the Investment Manager’s (or its Affiliates’) other clients, the maturity of the account and the exposure to similar or offsetting positions. The Issuer acknowledges that circumstances may arise in which such an allocation could have adverse effects upon the Issuer or the other clients of the Investment Manager or its Affiliates with respect to the price or size of positions obtainable or saleable. (d) All purchases and sales of Collateral Obligations and Eligible Investments, and all sales of Equity Securities, by the Investment Manager on behalf of the Issuer shall be conducted in compliance with all applicable laws (including, without limitation, the Advisers Act) and the terms of the Indenture. Subject to the objective of obtaining best execution, the Investment Manager may, in the allocation of business, take into consideration research and other brokerage services furnished to the Investment Manager or its Affiliates by brokers and dealers which are not Affiliates of the Investment Manager in compliance with Section 28(e) of the 1934 Act, the Adviser shall not United States Securities Exchange Act of 1934. Such services may 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 furnished to the Adviser an amount of commission for effecting a portfolio transaction Investment Manager or its Affiliates in excess of the amount of commission another broker connection with its other advisory activities 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 discretionoperations. 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 The Investment Manager shall cause 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 any Collateral Obligation or Eligible Investment 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 conducted on terms that reflect an arm’s-length 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 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 Subject to the provisions of this Section 7 and any restrictions described in Section 4, Money Manager shall be responsible for decisions have authority and discretion to buy select brokers and sell securities for the Fund, for broker-dealer selectiondealers to execute portfolio transactions initiated by Money Manager, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person selection of the Adviser without general prior authorization markets on/in which the transaction will be executed. Portfolio Management Contract (a) In doing so, the Money Manager’s primary objective shall be to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting seek to select a broker-dealer that can be expected to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: obtain the best net price available; execution for the reliabilityInvestment Company. However, 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 this responsibility shall not be deemed to obligate the Money Manager to solicit competitive bids for each transaction; and Money Manager shall have acted unlawfully or no obligation to have breached any duty created by this Agreement or otherwise solely by reason seek the lowest available commission cost to Investment Company, so long as Money Manager believes in good faith, based upon its knowledge of its having caused the Fund to pay a capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction and 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 cost is reasonable in relation to the value total quality and reliability of the brokerage and research services provided made available by such the broker or dealer, to Money Manager viewed in terms of either that particular transaction or the Adviserof Money Manager’s overall responsibilities with respect to its clients, including the Investment Company, as to which Money Manager exercises investment discretion, notwithstanding that Investment Company may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge Investment Company a lower commission on the particular transaction. (b) RIMCo requests that the Money Manager execute 25% of all annual listed equity security transactions giving rise to brokerage commissions through those brokers and dealers listed on Exhibit I and which provide brokerage or research services to RIMCo or as to which an ongoing relationship will be of value to RIMCo in its management of the Fund(s), which services and relationship may, but need not, be of direct benefit to the Fund Account, so long as: (i) Money Manager believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction; and (ii) RIMCo determines that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to RIMCo for the benefit of its clients for which it exercises investment discretion. Subject to , notwithstanding that the same policies and legal provisions, Fund Account may not be the Adviser direct or exclusive beneficiary the brokerage research services. (c) Money Manager agrees that it will not execute any portfolio transactions with a broker or dealer which is further authorized to allocate an “affiliated person” (as defined in the orders placed by it on behalf Act) of the Fund Money Manager or RIMCo except pursuant to such Investment Company’s Board approved 17e-1 Polices and Procedures for Affiliated Brokerage Transactions. XXXXx agrees that it will provide Money Manager with a list of brokers or and dealers who also provide research or statistical material, or other services, to that are “affiliated persons” of RIMCo. (d) On occasions when 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 Money Manager deems the purchase or sale of a security or futures contract to be in the best interest of the Fund Investment Company as well as other advisory clients of other clientsthe Money Manager, the AdviserMoney Manager, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate orders of the Fund securities or futures contracts 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 or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Money Manager in the manner it the Money Manager considers to be the most equitable and consistent with its fiduciary obligations to the Fund Investment Company and to such other clients. The Trust authorizes Portfolio Management Contract (e) Money Manager may execute all documents and empowers agreements with brokers and dealers for the Adviser to open and maintain trading accounts in purposes of managing the name Fund Accounts provided that: (i) the Money Manager does not contravene the Investment Guidelines or Disclosure Documents; (ii) should the Money Manager aggregate transactions of the Fund and Account with other client accounts managed by the Money Manager, any liability or amounts due from other client accounts will not be attributable or chargeable to execute for the Fund as its agent Account and attorney-in-fact (iii) Money Manager shall reasonably determine that the terms of any such agreements with such brokers document 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 contract are not disadvantageous to the Fund to be settled at and that the place of business of the Custodian or as the Custodian shall direct. All securities and other property interests of the Fund shall remain are adequately protected. (f) As used in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further this Section 7, “brokerage and research services” shall have the authority to instruct meaning defined in Section 28(e)(3) of 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 hereinSecurities Exchange Act of 1934.

Brokerage. The Adviser shall Company hereby delegates to the Investment Manager sole and exclusive authority to designate the brokers or dealers from the list set forth on Schedule 4, as may be responsible for decisions updated from time to buy time by the Company with the consent of the Investment Manager (not to be unreasonably withheld, conditioned or delayed), through whom all purchases and sell securities for sales on behalf of the FundPortfolio will be made. To the extent permitted by applicable law and included on Schedule 4, for broker-dealer selection, and for negotiation such brokers or dealers may include Affiliates of brokerage commission the Investment Manager. The Investment Manager will reasonably determine the rate or rates, if any, to be paid for brokerage services provided that to 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 TrusteesPortfolio. In selecting a broker-dealer brokers or dealers from Schedule 4 to effect transactions on behalf of the Portfolio, the Investment Manager, subject to its overall duty to obtain “best execution” of Portfolio transactions, will have authority to and may consider the full range and quality of the ability of the brokers or dealers to execute each particular transactiontransactions efficiently, their responsiveness to the Adviser may take the following factorsInvestment Manager's instructions, among otherstheir facilities, into consideration: the best net price available; the reliability, integrity reliability and financial condition of the broker-dealer; the size of and difficulty in executing the order; responsibility and the value of any research or other services or products they provide. The Investment Manager will not be obligated to seek in advance competitive bidding for the expected contribution of most favorable commission rate applicable to any particular transaction for the Portfolio or to select any broker-dealer to on the investment performance basis of the Fund on a continuing basisits purported posted commission rate. 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 long as the Board services or other products provided by a particular broker or dealer included on Schedule 4 (whether directly or through a third party) qualify as “brokerage and research” services within the meaning of Trustees of the Trust may determine and consistent with Section 28(e) of the 1934 ActSecurities Exchange Act of 1934, as amended (and relevant Securities and Exchange Commission interpretations of that section) and 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 Investment Manager determines in good faith that such the amount of commission was charged by such broker or dealer is reasonable in relation to the value of the such “brokerage and research services,” the Investment Manager may utilize the services of that broker or dealer to execute transactions for the Portfolio on an agency basis even if (i) the Portfolio would incur higher transaction costs than it would have incurred had another broker or dealer been used and (ii) the Portfolio does not necessarily benefit from the research or products provided by such that 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 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 (“Affiliated Broker”) without general prior authorization to use such affiliated broker or dealer Affiliated Broker from the Trust’s Board of Trustees. The Advisor shall ensure full compliance with Section 17 and other applicable provisions of the Investment Company Act in respect of any such use of an Affiliated Broker. 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 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 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 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 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 (“Affiliated Broker”) without general prior authorization to use such affiliated broker or dealer Affiliated Broker from the Trust’s Board of Trustees. The Advisor shall ensure full compliance with Section 17 and other applicable provisions of the Investment Company Act in respect of any such use of an Affiliated Broker. 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, 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 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 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 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 Sub-Adviser shall be is 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 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 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, 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 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 clients. The Trust 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 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 Subject to the Investment Adviser's obligation to obtain best price and execution, the Investment Adviser shall be responsible have full discretion to select brokers or dealers to effect the purchase and sale of securities. When the Investment Adviser places orders for decisions to buy and sell the purchase or sale of securities for a Portfolio, in selecting brokers or dealers to execute such orders, the FundInvestment Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services for broker-dealer selectionthe benefit of the Portfolio directly or indirectly. Without limiting the generality of the foregoing, the Investment Adviser is authorized to cause a Portfolio to pay brokerage commissions which may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and for negotiation of brokerage commission ratesresearch services utilized by the Investment Adviser, 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 Investment Adviser determines in good faith that such the amount of each such commission was paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that the particular transaction to which the commission relates or the Investment Adviser’s 's overall responsibilities with respect to clients for accounts as to which it the Investment Adviser exercises investment discretion. Subject The Investment Adviser may aggregate securities orders so long as the Investment Adviser adheres to a policy of allocating investment opportunities to each Portfolio over a period of time on a fair and equitable basis relative to other clients. In no instance will the Portfolios’ securities be purchased from or sold to the same policies and legal provisionsFund’s principal underwriter, 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 Investment Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Adviser shall determineaffiliated person thereof, 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, except to the extent permitted by SEC exemptive order or by applicable laws and regulations, may aggregate orders law. The Investment Adviser shall report to the Board of Directors of the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Adviser, pursuant to the foregoing paragraph, and those other clients for shall certify to the purchase Board that the commissions paid were reasonable in terms either of that transaction or sale the overall responsibilities 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 Investment Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such the Investment Adviser's other clients. The Trust authorizes , that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and empowers the Adviser to open and maintain trading accounts that such commissions were paid in the name compliance with Section 28(e) 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 Securities Exchange Act 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 herein1934.

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 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 Board of Trustees and compliance with the Trust’s Board of Trusteesaffiliated brokerage procedures. The Adviser’s primary consideration in effecting a securities transaction will be 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 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 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 Funds. 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 Sub-Adviser shall be is responsible for decisions to buy and sell securities for the Fund and shall effect individual orders for the purchase and sale of Allocated Assets for the Fund, . The Sub- Adviser is responsible for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the 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-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 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, including any derivatives documentation such as exchange-traded and over-the-counter, as applicable. 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 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 (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 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 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 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 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 Investments 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 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 transaction, if . It is recognized that 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 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 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 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 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 As delegated by the Adviser, the Sub-Adviser shall be is responsible for decisions to buy and sell securities for the 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 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, 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 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 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 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 Subject to the provisions of this Section 7 and any restrictions described in Section 4, Money Manager shall be responsible for decisions have authority and discretion to buy select brokers and sell securities for the Fund, for broker-dealer selectiondealers to execute portfolio transactions initiated by Money Manager, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct orders to an affiliated person selection of the Adviser without general prior authorization markets on/in which the transaction will be executed. Portfolio Management Contract (a) In doing so, the Money Manager’s primary objective shall be to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting seek to select a broker-dealer that can be expected to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: obtain the best net price available; execution for the reliabilityInvestment Company. However, 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 this responsibility shall not be deemed to obligate the Money Manager to solicit competitive bids for each transaction; and Money Manager shall have acted unlawfully or no obligation to have breached any duty created by this Agreement or otherwise solely by reason seek the lowest available commission cost to Investment Company, so long as Money Manager believes in good faith, based upon its knowledge of its having caused the Fund to pay a capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction and 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 cost is reasonable in relation to the value total quality and reliability of the brokerage and research services provided made available by such the broker or dealer, to Money Manager viewed in terms of either that particular transaction or the Adviserof Money Manager’s overall responsibilities with respect to its clients, including the Investment Company, as to which Money Manager exercises investment discretion, notwithstanding that Investment Company may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge Investment Company a lower commission on the particular transaction. (b) RIMCo shall retain the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by RIMCo and Money Manager, shall be executed by brokers and dealers which provide brokerage or research services to RIMCo, or as to which an ongoing relationship will be of value to RIMCo in its management of the Fund(s), which services and relationship may, but need not, be of direct benefit to the Fund Account, so long as: (i) Money Manager believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction; and (ii) RIMCo determines that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to RIMCo for the benefit of its clients for which it exercises investment discretion. Subject , notwithstanding that the Fund Account may not be the direct or exclusive beneficiary of any such service or that another broker may be willing to charge a lower commission on the same policies and legal provisions, particular transaction. (c) Money Manager agrees that it will not execute any portfolio transactions with a broker or dealer which is an “affiliated person” (as defined in the Adviser is further authorized to allocate the orders placed by it on behalf Act) of the Fund Money Manager or RIMCo except pursuant to such Investment Company’s Board approved 17e-1 Polices and Procedures for Affiliated Brokerage Transactions. XXXXx agrees that it will provide Money Manager with a list of brokers or and dealers who also provide research or statistical material, or other services, to that are “affiliated persons” of RIMCo. (d) On occasions when 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 Money Manager deems the purchase or sale of a security or futures contract to be in the best interest of the Fund Investment Company as well as other advisory clients of other clientsthe Money Manager, the AdviserMoney Manager, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate orders of the Fund securities or futures contracts 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, Portfolio Management Contract allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Money Manager in the manner it the Money Manager considers to be the most equitable and consistent with its fiduciary obligations to the Fund Investment Company and to such other clients. The Trust authorizes . (e) Money Manager may execute all documents and empowers agreements with brokers and dealers for the Adviser to open and maintain trading accounts in purposes of managing the name Fund Accounts provided that: (i) the Money Manager does not contravene the Investment Guidelines or Disclosure Documents; (ii) should the Money Manager aggregate transactions of the Fund and Account with other client accounts managed by the Money Manager, any liability or amounts due from other client accounts will not be attributable or chargeable to execute for the Fund as its agent Account and attorney-in-fact (iii) Money Manager shall reasonably determine that the terms of any such agreements with such brokers document 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 contract are not disadvantageous to the Fund to be settled at and that the place of business of the Custodian or as the Custodian shall direct. All securities and other property interests of the Fund shall remain are adequately protected. (f) As used in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further this Section 7, “brokerage and research services” shall have the authority to instruct meaning defined in Section 28(e)(3) of 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 hereinSecurities Exchange Act of 1934.

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 With respect to the Fund, 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 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 reasonably determine (and consistent with Section 28(e) of advise in writing to the 1934 ActSub-Advisor), 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 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 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 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 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, 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 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 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 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 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.