Common use of Portfolio Transactions Clause in Contracts

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the Fund, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In connection with the management of the investment and reinvestment of the assets of the Fund, the Sub-Adviser Subadviser, acting by its own officers, directors or employees or by a duly authorized subcontractor, is authorized to select the brokers broker or dealers that will execute purchase and sale transactions for the Fund’s Trust. In executing portfolio (transactions and selecting brokers or dealers, if any, the “Portfolio”) and to Subadviser will use all reasonable its best efforts to obtain seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Subadviser shall consider all factors it deems relevant, including the breadth of the market in and the price of the security, the financial condition and most favorable execution capability of the broker or dealer, and the reasonableness of the commission, if any, with respect to all such purchases the specific transaction and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser shall maintain records adequate In evaluating the best overall terms available, and in selecting the broker or dealer, if any, to demonstrate compliance with execute a particular transaction, the requirements of this section. Subject to Subadviser may also consider the policies brokerage and research services (as the Board of Trustees of the Fund may determine and consistent with those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended, ) provided to the Sub-Adviser shall have Subadviser with respect to the right Fund and/or other accounts over which the Subadviser exercises investment discretion. The Subadviser may pay to follow a policy of selecting brokers broker or dealer who furnish provides such brokerage and research services to a commission for executing a portfolio transaction which is in excess of the Fund amount of commission another broker or to dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine Subadviser determines in good faith that such higher cost commission was reasonable in relation to the value of the brokerage and research services provided provided. The Subadviser may buy securities for the Fund at the same time it is selling such securities for another client account and shall make reasonable reports regarding may sell securities for the Fund at the time it is buying such determination securities for another client account. In such cases, subject to applicable legal and description regulatory requirements, and in compliance with such procedures of the products Trust as may be in effect from time to time, the Subadviser may effectuate cross transactions between the Fund and services obtained such other account if it deems this to be advantageous. The Subadviser also may cause the Fund to enter into other types of investment transactions (e.g., a long position on a particular securities index) at the same time it is causing other client accounts to take opposite economic positions (e.g., a short position on the same index). On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, and in compliance with such procedures of the Trust as may be in effect from time to time, may aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation of the securities so requested purchased or sold, as well as the expenses incurred in the transaction, will be made by the FundSubadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such clients. The Manager Subadviser will advise the Fund’s custodian or such depository or agents as may be designated by the custodian and the Fund authorize Adviser promptly of each purchase and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in sale of a portfolio security, specifying the name of the issuer, the description and amount or number of shares of the security purchased, the market price, the commission and gross or net price, the trade date and settlement date and the identity of the effecting broker or dealer. The Subadviser shall not have possession or custody of any Fund investments. The Trust shall be responsible for all custodial agreements and the payment of all custodial charges and fees and, upon the Subadviser giving proper instructions to execute the custodian, the Subadviser shall have no responsibility or liability for the acts, omissions or other conduct of the custodian. The Subadviser shall, upon due notice from the Adviser, provide such periodic and special reports describing any such research, advice or other services received and the incremental commissions, net price or other consideration to which they relate. Notwithstanding the foregoing, the Subadviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund and/or brokers and dealers through which portfolio transaction on behalf of the Fund may not be effected, including, without limitation, brokers or dealers affiliated with the Adviser. The Subadviser shall refrain from purchasing such securities for the Fund as its agent and attorney-in-fact standard customer agreements with or directing any portfolio transaction to any such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such dealer on behalf of the securities Fund, unless and other property in until the written approval of the Adviser to do so is obtained, but the Subadviser shall not be liable to the Fund as for so acting. In addition, the Sub-Adviser deems necessary or desirable, Subadviser agrees that it shall not direct the Custodian to deposit portfolio transactions for the Fund original through any broker or dealer that is an “affiliated person” of the Subadviser (as that term is defined in the 1940 Act or interpreted under applicable rules and maintenance brokerage regulations of the Securities and margin deposits and otherwise direct payments Exchange Commission) without the prior written approval of cashthe Adviser, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriatewhich shall not be unreasonably withheld. The Sub-Adviser shall cause all securities agrees that it will provide the Subadviser with a list of brokers and other property purchased or sold for the Fund to be settled at the place of business dealers that are “affiliated persons” 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Sub- Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including, but not limited to, financial and commodity futures and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund Portfolio as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. (a) In connection with the investment and reinvestment performance of the assets of the Fundits duties under this Agreement, the Sub-Adviser is authorized will place orders either directly with the issuer or with any broker or dealer. Subject to select the other provisions of this paragraph, in placing orders with brokers or dealers that and dealers, the Sub-Adviser will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts attempt to obtain the best available price and the most favorable execution of its orders. In placing orders, the Sub-Adviser will consider the experience and skill of the firm’s securities traders as well as the firm’s financial responsibility and administrative efficiency. Consistent with respect to all such purchases and sales of portfolio securities for said Portfolio. The this obligation, the Sub-Adviser may take into consideration select brokers on the best net price available; the reliability, integrity and financial condition basis of the broker-dealer; research, statistical and pricing services they provide to the size of Trust and difficulty in executing the order; and the value other clients of the expected contribution of Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the broker-dealer services required to be performed by the investment performance of the Fund on a continuing basis. The Sub-Adviser shall maintain records adequate hereunder. A commission paid to demonstrate compliance with such brokers may be higher than that which another qualified broker would have charged for effecting the requirements same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of this section. Subject the transaction or the overall responsibility of the Sub-Adviser to the policies as Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trust’s securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law. (b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Fund may determine Trust of “soft dollar” arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and consistent with Section 28(eof research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the Securities Exchange Act direction of 1934, as amendedTrust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser shall have or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an “Account”) securities which the right Sub-Adviser’s investment advisory clients wish to follow sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a policy cross transaction) on behalf of selecting brokers who furnish brokerage an advisory client and research services retain commissions from one or both parties to the Fund transaction without the advisory client’s consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Adviser’s part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundAdvisor or the Board of Trustees. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund Portfolio as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause all securities and other property purchased or sold for with respect to the Fund Portfolio 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 Portfolio shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and salessettlements. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fundaccount of the Portfolio, (ii) to deliver securities and other property against payment for the Fundaccount of the Portfolio, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the Fund, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s Allocated Portion's portfolio (the “"Portfolio”") and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take into consideration consideration, among other things, 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. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this sectionParagraph. Subject Such records shall be made available to the policies Fund or Adviser upon request. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services provided (as the Board of Trustees of the Fund may determine and consistent with those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended1934 (the "Exchange Act")). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser shall have the right is authorized to follow pay to a policy of selecting brokers broker or dealer who furnish provides such brokerage and research services to a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or to dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine determines in good faith that such higher cost commission was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding by such determination and description broker or dealer -- viewed in terms of that particular transaction or in terms of the products and services obtained if so requested by overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust's principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act. The Manager Adviser and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for trading in securities and other property investments (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund. In addition, in connection with establishing such brokerage accounts, the Adviser and the Fund authorize and empower the Sub-Adviser to execute for the Fund as its agent and attorney-in-fact standard reasonable and customary customer agreements and other documentation in connection therewith, such as ISDA agreements and futures and options account agreements, with such broker or brokers brokers, dealers, and/or futures commission merchants as the Sub-Adviser shall select as provided above. The Subject to applicable law, including the custody requirements under the 1940 Act, the Sub-Adviser may, using such of the securities and other property in investments of the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers or to a collateral account established with the Fund’s custodian as the Sub-Adviser deems desirable or appropriateappropriate and as is required by applicable law. The Sub-Adviser shall cause 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 permitted by applicable law. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In connection with The Adviser shall place all orders for the investment purchase and reinvestment sale of portfolio securities for the account of the assets of the Fund, the Sub-Adviser is authorized to select the Fund with brokers or dealers that selected by the Adviser, although the Fund will execute purchase and sale pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund’s portfolio (, it is recognized that the “Portfolio”) and Adviser will give primary consideration to use all reasonable efforts to obtain securing the best available most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable execution with respect price and efficient execution. Therefore, subject to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as amendedwell as other clients, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services Adviser, to the Fund extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking obtain the most favorable price or lower brokerage commissions and efficient execution. The Sub-Adviser shall determine in good faith that In such higher cost was reasonable in relation to the value event, allocation of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of securities so purchased or sold, as well as the products and services obtained if so requested expenses incurred in the transaction, will be made by the Fund. The Manager and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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 hereinclients.

Portfolio Transactions. As of the date of this Agreement, the Adviser has determined to retain full authority to place commodities futures trades or select commodity futures brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio. The Adviser may, upon written notice to Trader, and upon Trader’s written agreement thereto, determine to delegate to Trader such authority. Upon such mutual agreement: A. In connection with the investment and reinvestment of the assets of the Fund, Allocated Portion the Sub-Adviser is Trader shall be authorized to select the commodity futures brokers or dealers that will execute purchase and sale transactions for the Allocated Portion of the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities investments for said Portfolio. The Sub-Adviser Trader may take into consideration the best net price available; the reliability, integrity and financial condition of the broker-broker or dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-broker or dealer to the investment performance of the Fund Allocated Portion on a continuing basis. The Sub-Adviser Trader will not take into consideration the sale of shares in the Fund by any broker or dealer. The Trader shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Trust’s Board of Trustees of the Fund may determine and consistent consistent, to the extent applicable, with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Trader shall have the right to follow a policy of selecting brokers or dealers who furnish brokerage and research services to the Fund Allocated Portion or to the Sub-AdviserTrader, and who charge a higher commission rate to the Fund Allocated Portion than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Trader shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. Trust; B. The Manager and Adviser shall authorize the Fund authorize and empower the Sub-Adviser Trader to direct the Custodian to open and maintain executing and clearing brokerage accounts for securities commodity futures and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund Allocated Portion as its agent and attorney-in-fact standard customer agreements with such broker or brokers brokers, dealers, futures commission merchants or other intermediaries and market participants as the Sub-Adviser Trader shall select as provided above; provided, however; that the Trader may only maintain execution accounts with brokers, dealers, futures commission merchants or other intermediaries and market participants that have entered into an agreement with the Fund and at which the Fund has an account. For avoidance of doubt, the Trader is not authorized to open and maintain clearing brokerage accounts and relationships on behalf of the Allocation Portion, except through the Custodian, as described above. The Sub-Adviser Trader may, using such of the securities and other property in assets of the Fund Allocated Portion as the Sub-Adviser Trader deems necessary or desirable, direct the Custodian to deposit for the Allocated Portion of the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities securities, investments and other property into such brokerage accounts and to such brokers as the Sub-Adviser Trader deems desirable or appropriate. The Sub-Adviser shall cause 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 securities, commodity futures and other property of the Fund Allocated Portion shall remain in the direct or indirect custody of the Custodian. ; C. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser Trader further shall have the authority to instruct the Custodian (i) to pay cash for securities commodity futures and other property delivered to the Custodian for the Fund, Allocated Portion and (ii) to deliver securities commodity futures and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth hereinAllocated Portion. The Sub-Adviser Trader shall not have authority to cause the Custodian to deliver securities commodity futures and other property, or pay cash to the Sub-Adviser Trader except as expressly provided herein; D. In no instance will the assets within the Allocated Portion be purchased from or sold to the Adviser, Trader, the Trust’s principal underwriter or any affiliated person of any of the Trust, Adviser, Trader or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC, the 1940 Act and/or the Trust’s written policies and procedures. The Adviser agrees to identify to the Trader in writing any brokers or dealers that are affiliated with the Adviser and all affiliated persons of any of the Trust, the Adviser and the Trust’s principal underwriter; and E. The Trader will promptly report any trading errors involving the Allocated Portion to the Adviser and the Trust’s CCO. Any losses to the Fund resulting from a trading error concerning a trade made by the Trader for the Allocated Portion, which cannot be unwound or reimbursed by the broker or dealer, will be promptly reimbursed to the Fund by the Trader. However, to the extent that the Fund receives any payments from the broker, dealer or another third party for the same loss, the Fund will promptly reimburse the Trader.

Portfolio Transactions. In connection with the management of the investment and reinvestment of the assets of the Fund, the Sub-Adviser Subadviser, acting by its own officers, directors or employees or by a duly authorized subcontractor, is authorized to select the brokers broker or dealers that will execute purchase and sale transactions for the Fund’s Trust. In executing portfolio (transactions and selecting brokers or dealers, if any, the “Portfolio”) and to Subadviser will use all reasonable its best efforts to obtain seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Subadviser shall consider all factors it deems relevant, including the breadth of the market in and the price of the security, the financial condition and most favorable execution capability of the broker or dealer, and the reasonableness of the commission, if any, with respect to all such purchases the specific transaction and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser shall maintain records adequate In evaluating the best overall terms available, and in selecting the broker or dealer, if any, to demonstrate compliance with execute a particular transaction, the requirements of this section. Subject to Subadviser may also consider the policies brokerage and research services (as the Board of Trustees of the Fund may determine and consistent with those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended, ) provided to the Sub-Adviser shall have Subadviser with respect to the right Fund and/or other accounts over which the Subadviser exercises investment discretion. The Subadviser may pay to follow a policy of selecting brokers broker or dealer who furnish provides such brokerage and research services to a commission for executing a portfolio transaction which is in excess of the Fund amount of commission another broker or to dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine Subadviser determines in good faith that such higher cost commission was reasonable in relation to the value of the brokerage and research services provided provided. The Subadviser may buy securities for the Fund at the same time it is selling such securities for another client account and shall make reasonable reports regarding may sell securities for the Fund at the time it is buying such determination securities for another client account. In such cases, subject to applicable legal and description regulatory requirements, and in compliance with such procedures of the products Trust as may be in effect from time to time, the Subadviser may effectuate cross transactions between the Fund and services obtained such other account if it deems this to be advantageous. The Subadviser also may cause the Fund to enter into other types of investment transactions (e.g., a long position on a particular securities index) at the same time it is causing other client accounts to take opposite economic positions (e.g., a short position on the same index). On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, and in compliance with such procedures of the Trust as may be in effect from time to time, may aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation of the securities so requested purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such clients. The Adviser accepts that each individual aggregated transaction may operate to the advantage or disadvantage of the Fund. The Manager Subadviser confirms that is it has in place adequate arrangements for the management of conflicts of interest that may arise in relation to the services it provides under this Agreement. A copy of the Subadviser’s conflicts of interest policy (and updates thereto) will be made available to the Adviser. The Subadviser will advise the Fund’s custodian or such depository or agents as may be designated by the custodian and the Fund authorize Adviser promptly of each purchase and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in sale of a portfolio security, specifying the name of the issuer, the description and amount or number of shares of the security purchased, the market price, the commission and gross or net price, the trade date and settlement date and the identity of the effecting broker or dealer. The Subadviser shall not have possession or custody of any Fund investments. The Trust shall be responsible for all custodial agreements and the payment of all custodial charges and fees and, upon the Subadviser giving proper instructions to execute the custodian, the Subadviser shall have no responsibility or liability for the acts, omissions or other conduct of the custodian. The Subadviser shall, upon due notice from the Adviser, provide such periodic and special reports describing any such research, advice or other services received and the incremental commissions, net price or other consideration to which they relate. Notwithstanding the foregoing, the Subadviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund and/or brokers and dealers through which portfolio transaction on behalf of the Fund may not be effected, including, without limitation, brokers or dealers affiliated with the Adviser. The Subadviser shall refrain from purchasing such securities for the Fund as its agent and attorney-in-fact standard customer agreements with or directing any portfolio transaction to any such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such dealer on behalf of the securities Fund, unless and other property in until the written approval of the Adviser to do so is obtained, but the Subadviser shall not be liable to the Fund as for so acting. In addition, the Sub-Adviser deems necessary or desirable, Subadviser agrees that it shall not direct the Custodian to deposit portfolio transactions for the Fund original through any broker or dealer that is an “affiliated person” of the Subadviser (as that term is defined in the 1940 Act or interpreted under applicable rules and maintenance brokerage regulations of the Securities and margin deposits and otherwise direct payments Exchange Commission) without the prior written approval of cashthe Adviser, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriatewhich shall not be unreasonably withheld. The Sub-Adviser shall cause all securities agrees that it will provide the Subadviser with a list of brokers and other property purchased or sold for the Fund to be settled at the place of business dealers that are “affiliated persons” of the Custodian or as the Custodian shall directFund. All securities and other property Details of the Fund Subadviser’s Order Execution Policy shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered be made available to the Custodian for Adviser who hereby confirms that it has read and understood this policy and agrees to it, in particular the Fund, Adviser agrees that the Subadviser may trade outside of Regulated Market and Multilateral Trading Facility (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts “MTF”). Both parties agree that a MTF shall be defined as the Sub-Adviser may designate, all consistent a multilateral system set up in accordance with the powers, authorities Markets and limitations set forth herein. The SubFinancial Instruments Directive (“MiFID”) which brings together multiple buying and selling interests in financial instruments in accordance with the non-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 hereindiscretionary rules in a way that results in a contract.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the Fund, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s Allocated Portion's portfolio (the “"Portfolio”") and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take into consideration consideration, among other things, 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. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this sectionparagraph. Subject Such records shall be made available to the policies Fund or Adviser upon request. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services provided (as the Board of Trustees of the Fund may determine and consistent with those terms are defined in Section 28(e) of the Securities Exchange Act Act). Consistent with any guidelines established by the Board and Section 28(e) of 1934, as amendedthe Exchange Act, the Sub-Adviser shall have the right is authorized to follow pay to a policy of selecting brokers broker or dealer who furnish provides such brokerage and research services to a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or to dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine determines in good faith that such higher cost commission was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding by such determination and description broker or dealer -- viewed in terms of that particular transaction or in terms of the products and services obtained if so requested by overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust's principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act. The Manager Adviser and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for trading in securities and other property investments (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund. In addition, in connection with establishing such brokerage accounts, the Adviser and the Fund authorize and empower the Sub-Adviser to execute for the Fund as its agent and attorney-in-fact standard reasonable and customary customer agreements and other documentation in connection therewith, such as International Swaps and Derivatives Association (ISDA) agreements and futures and options account agreements, with such broker or brokers brokers, dealers, and/or futures commission merchants as the Sub-Adviser shall select as provided above. The Subject to applicable law, including the custody requirements under the 1940 Act, the Sub-Adviser may, using such of the securities and other property in investments of the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers or to a collateral account established with the Custodian as the Sub-Adviser deems desirable or appropriateappropriate and as is required by applicable law. The Sub-Adviser shall cause 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 permitted by applicable law. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. As of the date of this Agreement, the Adviser has determined to retain full authority to place commodities futures trades or select commodity futures brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio. The Adviser may, upon written notice to Trading Advisor, and upon Trading Advisor’s written agreement thereto, determine to delegate to Trading Advisor such authority. Upon such mutual agreement: A. In connection with the investment and reinvestment of the assets of the Fund, Allocated Portion the Sub-Adviser is Trading Advisor shall be authorized to select the commodity futures brokers or dealers that will execute purchase and sale transactions for the Allocated Portion of the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities investments for said Portfolio. The Sub-Adviser Trading Advisor may take into consideration the best net price available; the reliability, integrity and financial condition of the broker-broker or dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-broker or dealer to the investment performance of the Fund Allocated Portion on a continuing basis. The Sub-Adviser Trading Advisor will not take into consideration the sale of shares in the Fund by any broker or dealer. The Trading Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Trust’s Board of Trustees of the Fund may determine and consistent consistent, to the extent applicable, with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Trading Advisor shall have the right to follow a policy of selecting brokers or dealers who furnish brokerage and research services to the Fund Allocated Portion or to the Sub-AdviserTrading Advisor, and who charge a higher commission rate to the Fund Allocated Portion than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Trading Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. Trust; B. The Manager and Adviser shall authorize the Fund authorize and empower the Sub-Adviser Trading Advisor to direct the Custodian to open and maintain executing and clearing brokerage accounts for securities commodity futures and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund Allocated Portion as its agent and attorney-in-fact standard customer agreements with such broker or brokers brokers, dealers, futures commission merchants or other intermediaries and market participants as the Sub-Adviser Trading Advisor shall select as provided above; provided, however; that the Trading Advisor may only maintain execution accounts with brokers, dealers, futures commission merchants or other intermediaries and market participants that have entered into an agreement with the Fund and at which the Fund has an account. For avoidance of doubt, the Trading Advisor is not authorized to open and maintain clearing brokerage accounts and relationships on behalf of the Allocation Portion, except through the Custodian, as described above. The Sub-Adviser Trading Advisor may, using such of the securities and other property in assets of the Fund Allocated Portion as the Sub-Adviser Trading Advisor deems necessary or desirable, direct the Custodian to deposit for the Allocated Portion of the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities securities, investments and other property into such brokerage accounts and to such brokers as the Sub-Adviser Trading Advisor deems desirable or appropriate. The Sub-Adviser shall cause 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 securities, commodity futures and other property of the Fund Allocated Portion shall remain in the direct or indirect custody of the Custodian. ; C. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser Trading Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities commodity futures and other property delivered to the Custodian for the Fund, Allocated Portion and (ii) to deliver securities commodity futures and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth hereinAllocated Portion. The Sub-Adviser Trading Advisor shall not have authority to cause the Custodian to deliver securities commodity futures and other property, or pay cash to the Sub-Adviser Trading Advisor except as expressly provided herein; D. In no instance will the assets within the Allocated Portion be purchased from or sold to the Adviser, Trading Advisor, the Trust’s principal underwriter or any affiliated person of any of the Trust, Adviser, Trading Advisor or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC, the 1940 Act and/or the Trust’s written policies and procedures. The Adviser agrees to identify to the Trading Advisor in writing any brokers or dealers that are affiliated with the Adviser and all affiliated persons of any of the Trust, the Adviser and the Trust’s principal underwriter; and E. The Trading Advisor will promptly report any trading errors involving the Allocated Portion to the Adviser and the Trust’s CCO. Any losses to the Fund resulting from a trading error concerning a trade made by the Trading Advisor for the Allocated Portion, which cannot be unwound or reimbursed by the broker or dealer, will be promptly reimbursed to the Fund by the Trading Advisor. However, to the extent that the Fund receives any payments from the broker, dealer or another third party for the same loss, the Fund will promptly reimburse the Trading Advisor.

Portfolio Transactions. In (a) Subject to any limitations communicated by the Adviser to the Sub-Adviser, in connection with the investment and reinvestment of the assets of the FundSub-Adviser Account, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Sub-Adviser Account and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 basisAccount. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. . (b) The Manager Adviser authorizes and the Fund authorize and empower empowers the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. ; provided that: (i) the Sub-Adviser does not contravene the Investment Guidelines or Prospectus; (ii) the Sub-Adviser does not violate the 1940 Act or applicable law; (iii) should the Sub-Adviser aggregate transactions of the Sub-Adviser with other client accounts managed by the Sub-Adviser, any liability or amounts due from other client accounts will not be attributable or chargeable to the Sub-Adviser Account and (iv) the Sub-Adviser shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected. (c) The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. . (d) The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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. (e) Unless specifically permitted by the 1940 Act (and the rules thereunder) and procedures adopted by the Trust, on behalf of the Fund, the Sub-Adviser agrees that it will not execute any portfolio transactions for the Sub-Adviser Account with a broker or dealer which is (i) an affiliated person of the Fund, the Trust, the Sub-Adviser or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Sub-Adviser agrees that it will provide the Adviser with a written list of brokers and dealers that are affiliates of the Sub-Adviser and will, from time to time, update such list as necessary. (f) If the Sub-Adviser’s instructions to the Custodian cause an overdraft of the Sub-Adviser Account, the Sub-Adviser shall bear the expenses of any resulting Custodian overdraft fee.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the Fund, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Adviser and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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 Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In connection (i) To the extent that Sub-Adviser uses counterparties with respect to the investment Sub-Advised Portion for brokerage, futures and reinvestment of options clearing and ISDA purposes, Sub-Adviser shall use such counterparties under agreements set up by, and in the assets of name of, the Trust or the Fund. Sub-Adviser shall not establish any brokerage, futures and options clearing or ISDA arrangements for the Sub-Advised Portion without the prior express written consent of K2. (ii) Sub-Adviser shall place orders for the execution of portfolio transactions for the Sub-Advised Portion with broker-dealers selected by Sub-Adviser. In selecting broker-dealers and the placement of orders for the purchase and sale of investments for the Sub-Advised Portion, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts shall seek to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolioexecution. The Sub-Adviser may take into consideration the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty It is 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 Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, the 1934 that Sub-Adviser shall may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The transaction if Sub-Adviser shall determine determines in good faith that such higher cost the amount of commission charged was reasonable in relation to the value of the brokerage and and/or research services (as defined in Section 28(e)) provided and shall make reasonable reports regarding by such determination and description broker, viewed in terms either of the products and services obtained if so requested by Fund or Sub-Adviser’s overall responsibilities to Sub-Adviser’s discretionary accounts. (iii) On occasions when the Fund. The Manager and Sub-Adviser deems the purchase or sale of a security or other investment to be in the best interest of the Fund authorize and empower as well as other clients of the Sub-Adviser, the Sub-Adviser to direct the Custodian to open extent permitted by applicable laws and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name regulations, may, but shall be under no obligation to, aggregate orders of the Fund and to execute such other clients for the Fund purchase or sale of such security or other investment to attempt to obtain a more favorable price or lower brokerage commissions. Allocation of the securities so purchased or sold, as its agent and attorney-in-fact standard customer agreements with such broker or brokers well as the expenses incurred in the transaction, will be made by the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as a manner that the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause all securities and other property purchased or sold for the Fund considers to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities fair and other property of the Fund shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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 hereinequitable.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the Fund, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the FundAllocated Portion’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take into consideration consideration, among other things, 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. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this sectionparagraph. Subject Such records shall be made available to the policies Fund or Adviser upon request. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services provided (as the Board of Trustees of the Fund may determine and consistent with those terms are defined in Section 28(e) of the Securities Exchange Act Act). Consistent with any guidelines established by the Board and Section 28(e) of 1934, as amendedthe Exchange Act, the Sub-Adviser shall have the right is authorized to follow pay to a policy of selecting brokers broker or dealer who furnish provides such brokerage and research services to a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or to dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine determines in good faith that such higher cost commission was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding by such determination and description broker or dealer – viewed in terms of that particular transaction or in terms of the products and services obtained if so requested by overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act. The Manager Adviser and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for trading in securities and other property investments (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund. In addition, in connection with establishing such brokerage accounts, the Adviser and the Fund authorize and empower the Sub-Adviser to execute for the Fund as its agent and attorney-in-fact standard reasonable and customary customer agreements and other documentation in connection therewith, such as International Swaps and Derivatives Association (ISDA) agreements and futures and options account agreements, with such broker or brokers brokers, dealers, and/or futures commission merchants as the Sub-Adviser shall select as provided above. The Subject to applicable law, including the custody requirements under the 1940 Act, the Sub-Adviser may, using such of the securities and other property in investments of the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers or to a collateral account established with the Custodian as the Sub-Adviser deems desirable or appropriateappropriate and as is required by applicable law. The Sub-Adviser shall cause 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 permitted by applicable law. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundAllocated Portion, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Allocated Portion of the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Allocated Portion on a continuing basis. The Sub-Adviser will not take into consideration the sale of shares in the Fund by such broker-dealers. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Trust’s Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund Allocated Portion or to the Sub-Adviser, and who charge a higher commission rate to the Fund Allocated Portion than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundTrust. The Manager and the Fund authorize and empower Adviser authorizes the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Allocated Portion of the Fund and to execute for the Fund Allocated Portion as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund Allocated Portion as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Allocated Portion of the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause all securities and other property purchased or sold for the Fund Allocated Portion 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 Allocated Portion shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the FundAllocated Portion, (ii) to deliver securities and other property against payment for the FundAllocated Portion, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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. In no instance will the Allocated Portion be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter or any affiliated person of any of the Trust, Adviser, Sub-Adviser or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC, the 1940 Act and/or the Trust’s written policies and procedures. The Adviser agrees to identify to the Sub-Adviser in writing any broker-dealers that are affiliated with the Adviser and all affiliated persons of any of the Trust, the Adviser and the Trust’s principal underwriter.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection with The Sub-Adviser shall place all orders for the investment purchase and reinvestment sale of portfolio securities for the account of the assets Fund with brokers or dealers selected by the Sub-Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d) of the FundAdvisory Agreement. For that limited purpose, the Sub-Adviser is authorized as the agent of the Fund to select give instructions to the brokers custodian of the Fund as to deliveries of securities or dealers that will execute purchase other investments and sale transactions payments of cash for the account of the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take into consideration agrees to provide the best net price available; the reliability, integrity and financial condition Adviser with a list of the brokerSub-dealer; Adviser’s approved brokers and dealers upon the size execution of this Agreement and difficulty in executing upon request thereafter. In placing portfolio transactions for the order; and Fund, it is recognized that the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The Sub-Adviser shall maintain records adequate will use best efforts to demonstrate compliance secure the most favorable price and efficient execution. Consistent with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amendedpolicy, the Sub-Adviser shall have may consider the right financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to follow a policy any such transaction or other transactions to which other clients of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, Adviser may be a party. It is understood that neither the Fund nor the Sub-Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who charge may execute brokerage transactions at a higher commission rate cost to the Fund than may would otherwise result when allocating brokerage solely transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Fund’s Board of Directors, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers. It is understood that the services provided by such brokers may be useful or beneficial to the Sub-Adviser in connection with its services to other clients. 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 other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and 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 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. To the extent that the Sub-Adviser engages in transactions that require segregation of assets or coverage of assets pursuant to Section 18(f) of the 1940 Act, including but not limited to, options, futures contracts, short sales or borrowing transactions, the Sub-Adviser shall appropriately designate those assets to be segregated or used for coverage in accordance with the 1940 Act. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation have the express authority to the value of the negotiate, open, continue and terminate brokerage accounts and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested other brokerage arrangements with respect to all portfolio transactions entered into by the Fund. The Manager and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name on behalf of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided aboveSleeve. The Sub-Adviser maymay buy, using such of the securities sell or engage in transactions involving derivatives and other property notional contracts (collectively, “Derivatives”), whether or not traded on any exchange or contract market, in managing the Fund Sleeve in accordance with the Fund’s Registration Statement, other public filings with the SEC and the Investment Guidelines. The Adviser agrees that in that connection the Sub-Adviser, on the Fund’s behalf, and on such terms as the Sub-Adviser deems necessary appropriate, may take any and all actions, or desirableomit to take such actions, direct the Custodian as it may in its discretion consider appropriate, including, but not limited to, selecting counterparties, executing brokers, clearing brokers and clearinghouses, as appropriate, negotiating and entering into agreements and arrangements governing or related to deposit for the Fund original Derivatives (including without limitation ISDA Master Agreements and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities Credit Support Annexes and other property into such brokerage accounts master agreements or documents, confirmations and master confirmations, clearing documentation and agreements, and account opening and trading agreements), making representations and warranties, and generally taking steps intended to such brokers as facilitate the entry into, trading, settling, margining and close out of Derivatives on the Fund’s behalf. Further, the Sub-Adviser deems desirable may, acting as agent on the Fund’s behalf, instruct the Fund’s custodian to provide collateral and margin in respect of Derivatives entered into for the Sleeve, including but not limited to initial and variation margin (whether or appropriatenot the counterparty agrees to provide collateral or margin to or for the benefit of the Fund) and may instruct the Fund’s custodian to deliver margin to and deposit collateral and margin with the counterparty (or a person acting on the counterparty’s behalf). The All Derivatives entered into for the Sleeve will be entered into by the Sub-Adviser shall cause 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 Fund’s name or indirect custody of in the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable Adviser’s name on behalf of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser is authorized to reveal the name of the Fund as it may designate, all consistent in its discretion consider necessary or appropriate in connection with transactions in Derivatives for the powers, authorities and limitations set forth hereinFund. The Adviser confirms that any limitations on the authority of the Sub-Adviser shall not have authority on behalf of the Fund to cause the Custodian enter into transactions involving Derivatives, to negotiate, execute and deliver securities and agreements or other propertydocumentation with respect thereto, or pay cash to perform any of the activities on behalf of the Fund of a nature described above will be provided to the Sub-Adviser except in writing or are set forth the Fund’s Registration Statement, other public filings with the SEC and the Investment Guidelines. The Adviser represents, warrants and covenants that it has full capacity, power and authority to enter into, carry out and perform its obligations arising in respect of all Derivatives and to authorize the Sub-Adviser to perform the activities on behalf of the Fund of a nature described above, and acknowledges and agrees that the Sub-Adviser will rely on this representation, warranty and covenant in doing so. The Adviser agrees and covenants that the Sub-Adviser will have no liability to the Adviser or the Fund, or any person claiming through, or on behalf of the Fund, or by right of the Fund, or any other person, arising from the fact that the Fund lacked the full capacity, power and authority to enter into, carry out and perform its obligations arising in respect of all Derivatives or to grant the authority purported to be granted to the Adviser set forth in this Agreement, and the Adviser agrees to hold the Sub-Adviser harmless against all losses which may be incurred by the Sub-Adviser in connection with a claim made against the Sub-Adviser by a counterparty as expressly provided hereina result of the Fund lacking such capacity, power and authority.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolios, the Sub-Adviser JHMLICO is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Series and to use all reasonable its best efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfoliothe Series. The Sub-Adviser may take 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 Sub-Adviser JHMLICO shall maintain records adequate to demonstrate compliance with the requirements of this sectionrequirement. Subject to this primary requirement, and maintaining as its first consideration the policies as benefits to the Series and its shareholders, JHMLICO shall have the right, subject to the control of the Board of Trustees of Trustees, and to the Fund may determine and consistent with Section 28(e) of extent authorized by the Securities and Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund Series or to the Sub-AdviserJHMLICO, and who charge a higher commission rate to the Fund Series than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser JHMLICO shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested provided. The fees payable to JHMLICO by the FundSeries hereunder shall be reduced by any tender solicitation fees or similar payments received by JHMLICO, or any affiliated person of JHMLICO, in connection with the tender of investments of any Portfolio (less any direct expenses incurred by JHMLICO, or any affiliated person of JHMLICO, in connection with obtaining such fees or payments). The Manager JHMLICO shall use its best efforts to recapture all available tender offer solicitation fees and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and similar payments in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements connection with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such tenders of the securities and other property in of any Portfolio, provided, however, that neither JHMLICO nor any affiliated person shall be required to register as a broker-dealer for this purpose. JHMLICO shall advise the Fund as the Sub-Adviser deems necessary Board of Trustees of any fees or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and whatever type which it may be possible for JHMLICO or an affiliate of JHMLICO to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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 receive in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent connection with the powers, authorities and limitations set forth herein. The Sub-Adviser shall not have authority to cause the Custodian to deliver purchase or sale of investment securities and other property, or pay cash to the Sub-Adviser except as expressly provided hereinfor any Portfolio.

Portfolio Transactions. In connection (a) Sub-Advisor may place orders for the execution of transactions with the investment and reinvestment of the assets of the Fundor through such brokers, dealers or banks as the Sub-Adviser is authorized Advisor may select and, subject to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 and other applicable law, may pay commissions on transactions in excess of the amount of commissions another broker or dealer would have charged. The Sub-Advisor will seek best execution under the circumstances of the particular transaction taking into consideration the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as amendedwell as execution capability, commission rate, financial responsibility and responsiveness to the Manager. In no event shall the Sub-Advisor be under any duty to obtain the lowest commission or best net price for the accounts on any particular transaction. Sub-Advisor is not under any duty to execute transactions for the Funds before or after transactions for other like accounts managed by the Sub-Advisor. Sub-Advisor may aggregate sales and purchase orders of securities or derivatives held in the accounts with similar orders being made simultaneously for other portfolios managed by the Sub-Advisor if, in the Sub-Advisor’s reasonable judgment, such aggregation shall result in an overall economic benefit to the accounts. (b) Sub-Advisor shall have the express authority to negotiate, open, continue and terminate brokerage accounts and other trading arrangements with respect to all portfolio transactions entered into by the Sub-Advisor for the Funds. Sub-Advisor is authorized to direct the Advisor to execute any documentation that may be necessary to establish such brokerage and trading arrangements and accounts. (c) Sub-Advisor shall have the specific power to direct the custodian, in accordance with the custodian’s powers under the custody agreement, to subscribe for any security, to exercise any rights to securities or to sell the same, to exchange, to exercise, to sell or to convert any warrants or any securities to any other securities or to take any other action available to the custodian; provided, however, unless permitted by law or administrative rule or Advisor authorization, the Sub-Adviser Advisor shall have not act (or receive fees, commissions, compensation or other payments for acting), either directly or indirectly, as either a broker, dealer, underwriter or principal to any transaction concerning the right assets. (d) Sub-Advisor shall promptly notify the Advisor of each transaction and shall be the sole entity to follow a policy so notify the Advisor. The form and type of selecting brokers who furnish brokerage such notice shall be established by agreement by and research services to the Fund or to between the Sub-AdviserAdvisor and the Advisor. Any action taken for the purposes of this Agreement by the custodian at its discretion, and who charge a higher commission rate with regard to the Fund than may result when allocating brokerage solely on placement of securities transactions shall be the basis custodian’s sole liability and responsibility, including the performance of seeking any broker. In the most favorable price event a controversy arises between the custodian and execution. The Sub-Adviser any broker or dealer or underwriter with regard to any transaction, custodian or the Funds shall determine be responsible to institute any proceedings it deems necessary in good faith that order to protect the assets or to promptly notify the Advisor of such higher cost was reasonable in relation controversy and to thereafter act upon the value directions of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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 hereinAdvisor.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundAllocated Portion, the Sub-Adviser is authorized to select the securities or commodity futures brokers or dealers that will execute purchase and sale transactions for the Allocated Portion of the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities investments for said Portfolio. The Sub-Adviser may take into consideration the best net price available; the reliability, integrity and financial condition of the broker-broker or dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-broker or dealer to the investment performance of the Fund Allocated Portion on a continuing basis. The Sub-Adviser will not take into consideration the sale of shares in the Fund by any broker or dealer. The Sub-Adviser shall use reasonable endeavors to maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Trust’s Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers or dealers who furnish brokerage and research services to the Fund Allocated Portion or to the Sub-Adviser, and who charge a higher commission rate to the Fund Allocated Portion than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundTrust. The Manager and In no instance will the Fund authorize and empower Allocated Portion be purchased from or sold to the Adviser, Sub- Adviser, the Trust’s principal underwriter or any affiliated person of any of the Trust, Adviser, Sub-Adviser to direct or the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and Trust’s principal underwriter, acting as principal in the name of transaction, except to the Fund extent permitted by the SEC, the 1940 Act and/or the Trust’s written policies and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided aboveprocedures. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian agrees to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser shall not have authority to cause the Custodian to deliver securities and other property, or pay cash identify to the Sub-Adviser except as expressly provided hereinin writing any brokers or dealers that are affiliated with the Adviser and all affiliated persons of any of the Trust, the Adviser and the Trust’s principal underwriter.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundAllocated Portion, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Allocated Portion of the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Allocated Portion on a continuing basis; and such other criteria as the Sub-Adviser reasonably determines to be relevant. The Sub-Adviser will not take into consideration the sale of shares in the Fund by such broker-dealers. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Trust’s Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund Allocated Portion or to the Sub-Adviser, and who charge a higher commission rate to the Fund Allocated Portion than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundTrust. It is recognized that those “soft dollar” services may benefit the Sub-Adviser in connection with the Sub-Adviser’s services to other clients or those other clients. The Manager and the Fund authorize and empower Adviser authorizes the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund Allocated Portion and to execute for the Fund Allocated Portion as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund Allocated Portion as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund Allocated Portion original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause all securities and other property purchased or sold for the Fund Allocated Portion 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 Allocated Portion shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the FundAllocated Portion, (ii) to deliver securities and other property against payment for the FundAllocated Portion, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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. In no instance will the Allocated Portion be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter or any affiliated person of any of the Trust, Adviser, Sub-Adviser or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC, the 1940 Act and/or the Trust’s written policies and procedures.

Portfolio Transactions. All orders placed by the Sub-Adviser for the purchase and sale of portfolio securities shall be for the account of each Fund with brokers or dealers selected by the Sub-Adviser. Each Fund will pay the actual transaction costs, including without limitation brokerage commissions on portfolio transactions in accordance with this Section 2(d). In connection with the investment executing portfolio transactions and reinvestment of the assets of the Fundselecting brokers or dealers, the Sub-Adviser is authorized will use its best efforts to select seek on behalf of each Fund the brokers best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealers that will execute purchase dealer, and sale transactions the reasonableness of the commission, if any (for the Fund’s portfolio (the “Portfolio”) specific transaction and to use all reasonable efforts to obtain on a continuing basis). In evaluating the best available price overall terms available, and most favorable execution with respect in selecting the broker or dealer to all such purchases and sales of portfolio securities for said Portfolio. The execute a particular transaction, the Sub-Adviser may take into consideration also consider the best net price available; the reliability, integrity brokerage and financial condition of the broker-dealer; the size of and difficulty research services (as those terms are defined in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, ) provided to the Sub- Adviser or an affiliate of the Sub-Adviser shall have the right to follow a policy in respect of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and executionaccounts over which it exercises investment discretion. The Sub-Adviser shall determine is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction which is 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 higher cost commission was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding by such determination and description broker or dealer, viewed in terms of that particular transaction or in terms of all of the products and services obtained if accounts over which investment discretion is so requested exercised by the Fund. The Manager and the Fund authorize and empower the Sub-Adviser to direct or its affiliates. Nothing in this Agreement shall preclude the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name combining of the Fund and to execute orders for the Fund as its agent and attorney-in-fact standard customer agreements sale or purchase of securities or other investments with such broker or brokers as other accounts managed by the Sub-Adviser or its affiliates provided that the Sub-Adviser does not favor any account over any other account and provided that any purchase or sale orders executed contemporaneously shall select as provided abovebe allocated in an equitable manner among the accounts involved in accordance with procedures adopted by the Sub-Adviser. The Sub-Adviser mayis authorized to allocate the orders placed by it on behalf of each Fund to the Adviser, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary Adviser, or desirableanother of a Fund’s sub-adviser(s), direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers or any affiliate thereof that is registered as the Suba broker-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent dealer with the powersSEC, authorities in compliance with Rule 17e-1 and limitations set forth herein. The Sub-Adviser with any procedures that the Trust’s Board of Trustees shall not have authority adopt from time to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser except as expressly provided hereintime.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund Funds or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund Funds than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundAdvisor or the Board of Trustees. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the each Fund and to execute for the each Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund Portfolio as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the each Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause all securities and other property purchased or sold for with respect to the Fund Portfolio 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 Portfolio shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and salessettlements. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fundaccount of the Portfolio, (ii) to deliver securities and other property against payment for the Fundaccount of the Portfolio, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundAllocated Portion, the Sub-Adviser Trader is authorized to select the commodity futures brokers or dealers that will execute purchase and sale transactions for the Allocated Portion of the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities investments for said Portfolio. The Sub-Adviser Trader may take into consideration the best net price available; the reliability, integrity and financial condition of the broker-broker or dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-broker or dealer to the investment performance of the Fund Allocated Portion on a continuing basis. The Sub-Adviser Trader will not take into consideration the sale of shares in the Fund by any broker or dealer. The Trader shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Trust’s Board of Trustees of the Fund may determine and consistent consistent, to the extent applicable, with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Trader shall have the right to follow a policy of selecting brokers or dealers who furnish brokerage and research services to the Fund Allocated Portion or to the Sub-AdviserTrader, and who charge a higher commission rate to the Fund Allocated Portion than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Trader shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundTrust. The Manager and Adviser authorizes the Fund authorize and empower the Sub-Adviser Trader to direct the Custodian to open and maintain executing brokerage accounts for securities commodity futures and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Allocated Portion of the Fund and to execute for the Fund Allocated Portion as its agent and attorney-in-fact standard customer agreements with such broker or brokers brokers, dealers, futures commission merchants or other intermediaries and market participants as the Sub-Adviser Trader shall select as provided above; provided, however; that the Trader may only maintain execution accounts with brokers, dealers, futures commission merchants or other intermediaries and market participants that have entered into an agreement with the Fund and at which the Fund has an account. For avoidance of doubt, the Trader is not authorized to open and maintain clearing brokerage accounts and relationships on behalf of the Allocation Portion. The Sub-Adviser Trader may, using such of the securities and other property in assets of the Fund Allocated Portion as the Sub-Adviser Trader deems necessary or desirable, direct the Custodian to deposit for the Allocated Portion of the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities securities, investments and other property into such brokerage accounts and to such brokers as the Sub-Adviser Trader deems desirable or appropriate. The Sub-Adviser shall cause 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 securities, commodity futures and other property of the Fund Allocated Portion shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser Trader further shall have the authority to instruct the Custodian (i) to pay cash for securities commodity futures and other property delivered to the Custodian for the Fund, Allocated Portion and (ii) to deliver securities commodity futures and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth hereinAllocated Portion. The Sub-Adviser Trader shall not have authority to cause the Custodian to deliver securities commodity futures and other property, or pay cash to the Sub-Adviser Trader except as expressly provided herein. In no instance will the Allocated Portion be purchased from or sold to the Adviser, Trader, the Trust’s principal underwriter or any affiliated person of any of the Trust, Adviser, Trader or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC, the 1940 Act and/or the Trust’s written policies and procedures. The Adviser agrees to identify to the Trader in writing any brokers or dealers that are affiliated with the Adviser and all affiliated persons of any of the Trust, the Adviser and the Trust’s principal underwriter. The Trader will promptly report any trading errors involving the Allocated Portion to the Adviser and the Trust’s CCO. Any losses to the Fund resulting from a trading error concerning a trade made by the Trader for the Allocated Portion, which cannot be unwound or reimbursed by the broker or dealer, will be promptly reimbursed to the Fund by the Trader. However, to the extent that the Fund receives any payments from the broker, dealer or another third party for the same loss, the Fund will promptly reimburse the Trader.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the Fund, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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; and such other factors as the Sub-Adviser, in the exercise of its fiduciary duties, may deem relevant. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers dealers, including affiliated brokers of the Sub-Advisor, that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundSeries, the Sub-Adviser advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the FundAllocated Portion’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser advisor may take into consideration consideration, among other things, 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 Series on a continuing basis. The price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. The Sub-Adviser advisor shall maintain records adequate to demonstrate compliance with the requirements of this sectionparagraph. Subject Such records shall be made available to the policies Series or Advisor upon request. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-advisor may also consider the brokerage and research services provided (as the Board of Trustees of the Fund may determine and consistent with those terms are defined in Section 28(e) of the Securities Exchange Act Act). Consistent with any guidelines established by the Board and Section 28(e) of 1934, as amendedthe Exchange Act, the Sub-Adviser shall have the right advisor is authorized to follow pay to a policy of selecting brokers broker or dealer who furnish provides such brokerage and research services to a commission for executing a portfolio transaction for the Fund Series which is in excess of the amount of commission another broker or to dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine advisor determines in good faith that such higher cost commission was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding by such determination and description broker or dealer -- viewed in terms of that particular transaction or in terms of the products overall responsibilities of the Sub-advisor to its discretionary clients, including the Series. In addition, the Sub-advisor is authorized to allocate purchase and services obtained sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Advisor, Sub-advisor or the Fund’s principal underwriter) if so requested the Sub-advisor believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Series’ assets be purchased from or sold to the Advisor, Sub-advisor, the Fund’s principal underwriter, or any affiliated person of either the Fund, Advisor, the Sub-advisor or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the FundSEC and the 1940 Act. The Manager Advisor and the Fund Series authorize and empower the Sub-Adviser advisor to direct the Custodian to open and maintain brokerage accounts for trading in securities and other property investments (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund Series. In addition, in connection with establishing such brokerage accounts, the Advisor and the Series authorize and empower the Sub-advisor to execute for the Fund Series as its agent and attorney-in-fact standard reasonable and customary customer agreements and other documentation in connection therewith, such as International Swaps and Derivatives Association (ISDA) agreements and futures and options account agreements, with such broker or brokers brokers, dealers, and/or futures commission merchants as the Sub-Adviser advisor shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.provided

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (Portfolio and will seek best execution in accordance with the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take into consideration the best net price available; the reliabilityAdvisor’s duties under applicable law and its written policies and procedures which are disclosed in its Form ADV, 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 Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent Part 2A. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the obligations set forth in the preceding sentence, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and Advisor shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundFund or the Advisor. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein. For the avoidance of doubt, the parties hereto intend that the Sub-Advisor shall not be deemed to have “custody” (as defined in Rule 206(4)-2 under the Advisers Act) of the Portfolio and its underlying assets and the authority conferred on the Sub-Advisor hereunder shall be consistent with this intent.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Adviser authorizes and the Fund authorize and empower empowers the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian to: (i) to pay cash for securities and other property delivered to the Custodian for the Fund, ; (ii) to deliver securities and other property against payment for the Fund, ; and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Advisor shall maintain trading records with respect to the investment performance of the Fund on a continuing basis. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this sectionPortfolio as required by applicable law. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the Fund, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the FundAllocated Portion’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take into consideration consideration, among other things, 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. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this sectionParagraph. Subject Such records shall be made available to the policies Fund or Adviser upon request. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services provided (as the Board of Trustees of the Fund may determine and consistent with those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended1934 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser shall have the right is authorized to follow pay to a policy of selecting brokers broker or dealer who furnish provides such brokerage and research services to a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or to dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine determines in good faith that such higher cost commission was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding by such determination and description broker or dealer — viewed in terms of that particular transaction or in terms of the products and services obtained if so requested by overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act. The Manager Adviser and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for trading in securities and other property investments (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund. In addition, in connection with establishing such brokerage accounts, the Adviser and the Fund authorize and empower the Sub-Adviser to execute for the Fund as its agent and attorney-in-fact standard reasonable and customary customer agreements and other documentation in connection therewith, such as ISDA agreements and futures and options account agreements, with such broker or brokers brokers, dealers, and/or futures commission merchants as the Sub-Adviser shall select as provided above. The Subject to applicable law, including the custody requirements under the 1940 Act, the Sub-Adviser may, using such of the securities and other property in investments of the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers or to a collateral account established with the Fund’s custodian as the Sub-Adviser deems desirable or appropriateappropriate and as is required by applicable law. The Sub-Adviser shall cause 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 permitted by applicable law. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said the Portfolio. The Sub-Adviser may take 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 Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundFund or the Adviser. The Manager Adviser authorizes and the Fund authorize and empower empowers the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause all securities and other property purchased or sold for the Fund Portfolio 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the FundPortfolio, (ii) to deliver securities and other property against payment for the FundPortfolio, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In connection with the investment and reinvestment of the Allocated Portion of assets of the Fund, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take into consideration the best net price available; experience and skill of the broker-dealer; 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 Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to seek to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundAllocated Portion, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Allocated Portion of the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Allocated Portion on a continuing basis. The Sub-Adviser will not take into consideration the sale of shares in the Fund by such broker-dealers. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Trust’s Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund Allocated Portion or to the Sub-Adviser, and who charge a higher commission rate to the Fund Allocated Portion than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundTrust. The Manager and the Fund authorize and empower Adviser authorizes the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Allocated Portion of the Fund and to execute for the Fund Allocated Portion as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above; provided, however; in the event the Sub-Adviser trades derivative instruments, the Sub-Adviser may only maintain brokerage accounts with parties that have entered into an agreement with the Fund. The Sub-Adviser may, using such of the securities and other property in the Fund Allocated Portion as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Allocated Portion of the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Allocated Portion assets shall be maintained in the custody of the Custodian. The Sub-Adviser shall cause all securities and other property purchased or sold for the Fund Allocated Portion 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 Allocated Portion shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the FundAllocated Portion, (ii) to deliver securities and other property against payment for the FundAllocated Portion, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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. In no instance will the Allocated Portion be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter or any affiliated person of any of the Trust, Adviser, Sub-Adviser or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC, the 1940 Act and/or the Trust’s written policies and procedures. The Adviser agrees to identify to the Sub-Adviser in writing any broker-dealers that are affiliated with the Adviser and all affiliated persons of any of the Trust, the Adviser and the Trust’s principal underwriter.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundAllocated Portion, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Allocated Portion of the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Allocated Portion on a continuing basis. The Sub-Adviser will not take into consideration the sale of shares in the Fund by such broker-dealers. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Trust’s Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund Allocated Portion or to the Sub-Adviser, and who charge a higher commission rate to the Fund Allocated Portion than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundTrust. The Manager and the Fund authorize and empower Adviser authorizes the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Allocated Portion of the Fund and to execute for the Fund Allocated Portion as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund Allocated Portion as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Allocated Portion of the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause all securities and other property purchased or sold for the Fund Allocated Portion 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 Allocated Portion shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the FundAllocated Portion, (ii) to deliver securities and other property against payment for the FundAllocated Portion, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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. In no instance will the Allocated Portion be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter or any affiliated person of any of the Trust, Adviser, Sub-Adviser or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC, the 1940 Act and/or the Trust’s written policies and procedures.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the a Fund’s assets, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) such Fund and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfoliosecurities. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the such policies as the Board of Trustees of may adopt with respect to the Fund may determine Funds and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers select as executing brokers-dealers those brokers-dealers who furnish brokerage research and research similar services to the a Fund or to the Sub-AdviserAdvisor, and who notwithstanding that such broker-dealer(s) may charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and executionprice. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundAdvisor or the Board. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the each Fund and to execute for the each such Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the of a Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the such Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause all securities and other property purchased or sold for the with respect a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases settlements. All securities and salesother property of a Fund shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the account of a Fund, (ii) to deliver securities and other property against payment for the account of a Fund, and (iii) to transfer a Fund’s assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the Fund, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Sub- Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution under the circumstances with respect to all such purchases and sales of portfolio securities for said Portfolio, taking into account all relevant factors. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including, but not limited to, financial and commodity futures and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund Portfolio as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundAllocated Portion, the Sub-Adviser is authorized to select the securities or commodity futures brokers or dealers that will execute purchase and sale transactions for the Allocated Portion of the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities investments for said Portfolio. The Sub-Adviser may take into consideration the best net price available; the reliability, integrity and financial condition of the broker-broker or dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-broker or dealer to the investment performance of the Fund Allocated Portion on a continuing basis. The Sub-Adviser will not take into consideration the sale of shares in the Fund by any broker or dealer. The Sub-Adviser shall use reasonable endeavors to maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Trust’s Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers or dealers who furnish brokerage and research services to the Fund Allocated Portion or to the Sub-Adviser, and who charge a higher commission rate to the Fund Allocated Portion than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundTrust. The Manager and In no instance will the Fund authorize and empower Allocated Portion be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter or any affiliated person of any of the Trust, Adviser, Sub-Adviser to direct or the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and Trust’s principal underwriter, acting as principal in the name of transaction, except to the Fund extent permitted by the SEC, the 1940 Act and/or the Trust’s written policies and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided aboveprocedures. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian agrees to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser shall not have authority to cause the Custodian to deliver securities and other property, or pay cash identify to the Sub-Adviser except as expressly provided hereinin writing any brokers or dealers that are affiliated with the Adviser and all affiliated persons of any of the Trust, the Adviser and the Trust’s principal underwriter.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the Fund, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The In attempting to achieve best execution, the Sub-Adviser may take into consideration such items including, but not limited to, the best net price available; following: 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 Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine (and provided in advance in writing to the Sub-Adviser) and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and best execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided to the Sub-Adviser on behalf of the Fund and other discretionary clients of the Sub-Adviser and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. Manager and the Fund understand that the brokerage commissions or transaction costs in such transactions may be higher than those which the Sub-Adviser could obtain from another broker or dealer. The Manager and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In connection with the investment (a) The Subadviser is responsible for decisions to buy or sell securities and reinvestment of other investments for the assets of the Fundeach Portfolio, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take into consideration the best net price available; the reliability, integrity and financial condition of the broker-dealerdealers, and negotiation of brokerage commission; the size of and difficulty in executing the orderprovided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The Sub-Adviser shall maintain records adequate to demonstrate compliance be consistent with the requirements of this sectionseeking best execution. Subject to the such policies as the Board of Trustees of the Fund may determine and and, consistent with Section 28(e) of the Securities Exchange Act of 1934, as amendedamended (the “1934 Act”), the Sub-Adviser Subadviser shall not be deemed to have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Sub-AdviserSubadviser’s having caused a Portfolio to pay a member of an exchange, and who charge broker or dealer an amount of commission for effecting a higher securities transaction in excess of the amount of commission rate to another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine Subadviser determines in good faith that such higher cost the execution was appropriate or the amount of commission was reasonable in relation to the value of the brokerage and and/or research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and shall make reasonable reports regarding such determination and description to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the products 1934 Act and services obtained if so requested by Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Fund. The Manager Act and Rule 17e-1 thereunder, the Fund authorize Subadviser may engage its affiliates, the Adviser and empower its affiliates or any other subadviser to the SubTrust and its respective affiliates, as broker-Adviser dealers to direct the Custodian to open and maintain brokerage accounts for effect portfolio transactions in securities and other property (all such accounts hereinafter called “brokerage accounts”) investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and in to the name officers and the Trustees of the Fund and Trust such information relating to execute portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Fund as Portfolio with contemporaneous purchase or sell orders of other clients of the Subadviser or its agent and attorney-in-fact standard customer agreements with affiliated persons. In such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser mayevent, using such allocation of the securities and other property so purchased or sold, as well as the expenses incurred in the Fund transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances. (b) Notwithstanding Section 2(a) above, for such purposes as obtaining investment research products and services, covering fees and expenses, the Sub-Adviser deems necessary or desirable, may direct the Custodian Subadviser to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments effect a specific percentage of cash, cash equivalents and a Portfolio’s transactions in securities and other property into investments to certain broker-dealers. In designating the use of a particular broker-dealer, the Adviser and Subadviser acknowledge: (1) All brokerage transactions are subject to best execution. As such, Subadviser will use its best efforts to direct non-risk commission transactions to a particular broker-dealer designated by the Adviser provided that the Subadviser obtains best execution; (2) Such direction may result in the Subadviser paying a higher commission, depending upon the Subadviser’s arrangements with the particular broker-dealer, or such brokerage accounts and to such brokers other factors as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause all securities and other property purchased or sold for the Fund to be settled at the place of business market conditions, share values, capabilities of the Custodian particular broker-dealer, etc.; (3) If the Subadviser directs payments of an excessive amount of commissions, the executions may not be accomplished as rapidly. In addition, the Subadviser may forfeit the possible advantage derived from the aggregation of multiple orders as a single “bunched” transaction where Subadviser would, in some instances, be in a better position to negotiate commissions; and (4) Subadviser does not make commitments to allocate fixed or as definite amounts of commissions to brokers. As such the Custodian shall direct. All securities and other property of Subadviser may be unable to fulfill the Fund shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash Adviser’s request for securities and other property delivered direction due to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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 hereinreasons stated above.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the a Fund’s assets, the Sub-Adviser is authorized Advisor has the authority to select the brokers or dealers that will execute purchase and sale transactions for such Fund as directed by the Fund’s portfolio (the “Portfolio”) Sub-Advisor and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfoliosecurities. The Advisory and Sub-Adviser may take 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 Sub-Adviser Advisor shall jointly maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the such policies as the Board of Trustees of may adopt with respect to the Fund may determine Funds and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Advisor and Sub-Adviser Advisor shall jointly have the right to follow a policy of selecting brokers select as executing brokers-dealers those brokers-dealers who furnish brokerage research and research similar services to the a Fund or to the Sub-AdviserAdvisor, and who notwithstanding that such broker-dealer(s) may charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and executionprice. The Advisor and Sub-Adviser Advisor shall jointly determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundBoard. The Manager and Advisor has the Fund authorize and empower the Sub-Adviser authority to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the each Fund and to execute for the each such Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Advisor and Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the of a Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the such Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause all securities and other property purchased or sold for the with respect a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases settlements. All securities and salesother property of a Fund shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the account of a Fund, (ii) to deliver securities and other property against payment for the account of a Fund, and (iii) to transfer a Fund’s assets and funds to such brokerage accounts as the Advisor or Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In (a) Subject to any limitations communicated by the Advisor in writing to the Sub-Advisor, in connection with the investment and reinvestment of the assets of the FundSub-Advisor Account, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will provide brokerage services to execute purchase and sale transactions for the Fund’s portfolio Sub-Advisor Account. (b) In addition, the “Portfolio”) and to Sub-Advisor, will use all reasonable efforts to obtain the best available price and most favorable execution (i.e., best execution) with respect to all such purchases and sales of portfolio securities for said PortfolioSub-Advisor Account considering a variety of circumstances in accordance with the Sub-Advisor’s policies. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the best-execution requirements of this section. Subject to the written policies as the Board of Trustees of the Fund may determine and communicate to Sub-Advisor in writing, as amended from time-to-time, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and executionbe charged by other brokers. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so reasonably requested by the Fund. Fund or the Advisor. (c) The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to Fund. The Custodian shall execute for the Fund as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. In the event that the Sub-Advisor chooses to aggregate transactions of the Sub-Advisor with other client accounts managed by the Sub-Advisor, any liability or amounts due from other client accounts will not be attributable or chargeable to the Sub-Advisor Account. The Sub-Adviser Advisor shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected. (d) The Sub-Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor, to the extent required, shall cause all securities and other property purchased or sold for the Fund by the Sub-Advisor for the Sub-Advisor Account to be settled at by the place of business of the Custodian or as the Custodian shall directCustodian. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. . (e) The Sub-Adviser Advisor further shall have the authority to instruct the Custodian Custodian, to the extent necessary to settle trades or otherwise manage the Sub-Advisor Account, (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein. (f) Unless specifically permitted by the 1940 Act (and the rules thereunder) and procedures adopted by the Trust, which procedures have been provided in writing to the Sub-Advisor, on behalf of the Fund, the Sub-Advisor agrees that it will not execute any portfolio transactions for the Sub-Advisor Account with a broker or dealer which is (i) an affiliated person of the Fund, the Trust, the Sub-Advisor or the Advisor; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Advisor agrees that it will provide the Sub-Advisor with a written list of all persons identified in (i) though (iii) above and will, from time to time, update such list as necessary. The Sub-Advisor agrees that it will provide the Advisor with a written list of all brokers and dealers that are affiliates of the Sub-Advisor and will, from time to time, update such list(s) as necessary. (g) If the Sub-Advisor’s instructions to the Custodian cause an overdraft of the Sub-Advised Account, the Sub-Advisor shall bear the reasonable expenses of any resulting Custodian overdraft fee.

Portfolio Transactions. In (a) Subject to any limitations communicated by the Advisor to the Sub-Advisor, in connection with the investment and reinvestment of the assets of the FundSub-Advisor Account, the Sub-Adviser Advisor is authorized to select the brokers or dealers dealers, futures commission merchants, banks and other financial institutions that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Sub-Advisor Account and to use all reasonable efforts to obtain the best available net price and most favorable execution with respect to all such purchases and sales of portfolio securities for said PortfolioSub-Advisor Account (it being understood that, in making determinations as to best net price and most favorable execution, the Sub-Advisor may take into account such factors as the applicable commission or spread, the size of order, the difficulty of execution, the operational facilities of a financial institution and its risk and skill in positioning blocks of securities). The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. . (b) The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. ; provided that: (i) the Sub-Advisor does not contravene the Investment Guidelines or Prospectus; (ii) the Sub-Advisor does not violate the 1940 Act or applicable law; (iii) should the Sub-Advisor aggregate transactions of the Sub-Advisor with other client accounts managed by the Sub-Advisor, any liability or amounts due from other client accounts will not be attributable or chargeable to the Sub-Advisor Account; and (iv) the Sub-Advisor shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected, taking into account the current market environment for negotiating such terms and the terms applicable to the Sub-Advisor’s other accounts. (c) The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. . A/ 75705503.2 (d) The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein. (e) Unless specifically permitted by the 1940 Act (and the rules thereunder) and procedures adopted by the Trust, on behalf of the Fund, the Sub-Advisor agrees that it will not execute any portfolio transactions for the Sub-Advisor Account with a broker or dealer which is (i) an affiliated person of the Fund, the Trust, the Sub-Advisor or the Advisor; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Sub-Advisor agrees that it will provide the Advisor with a written list of brokers and dealers that are affiliates of the Sub-Advisor and will, from time to time, update such list as necessary. (f) If the Sub-Advisor’s instructions to the Custodian cause an overdraft of the Sub-Advisor Account, the Sub-Advisor shall bear the expense of any resulting Custodian overdraft fee.

Portfolio Transactions. In connection with the investment and reinvestment of the assets Subject Assets, Sub-Advisor will place purchase and sell orders for the Subject Fund with or through such banks, brokers, dealers or other firms dealing in securities ("Brokers") as it determines, which may include Brokers that are affiliated persons of Sub-Advisor, provided such orders are exempt from the provisions of Section 17(a), (d) and (e) of the Fund, the 1940 Act. Sub-Adviser Advisor is authorized to select the brokers or dealers Brokers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Subject Fund and to use all reasonable its best efforts to obtain the best available price and most favorable execution in relation to the services received on behalf of the Subject Fund with respect to all such purchases and sales of portfolio securities for said PortfolioSubject Assets. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this sectionrequirement. Subject to this primary requirement, and maintaining as its first consideration the policies as benefits to the Subject Fund and its shareholders, Sub-Advisor shall have the right subject to the control of the Board of Trustees of Trustees, and to the Fund may determine and consistent with Section 28(e) of extent authorized by the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers Brokers who furnish brokerage and research services to the Subject Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Subject Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price prices which are advantageous to the Subject Fund; provided, however, that any such higher commission rate shall be reasonable and executionno less advantageous to the Subject Fund. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided to the Subject Fund and shall make reasonable reports regarding such determination JHLICO. In selecting Brokers, Sub-Advisor may also consider the reliability, integrity and description financial condition of the products and services obtained if so requested by the Fund. The Manager Broker, and the Fund authorize size of and empower difficulty in executing the order. Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and Advisor will not receive any tender offer solicitation fees or similar payments in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent connection with the powers, authorities and limitations set forth herein. 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 hereintender of investments of any Fund.

Portfolio Transactions. In connection with (a) Subject to any limitations, if any, communicated by the investment Advisor to the Sub-Advisor in respect to the designation and reinvestment selection of (i) clearing brokers and (ii) counterparties for the assets trading of the Fundfutures, options on futures and over-the-counter derivatives, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Sub-Advisor Account and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said PortfolioSub-Advisor Account. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. . (b) The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected. Should the Sub-Advisor aggregate transactions of the Sub-Advisor with other client accounts managed by the Sub-Advisor, any liability or amounts due from other client accounts will not be attributable or chargeable to the Sub-Advisor Account. (c) The Sub-Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. . (d) The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein. (e) Unless specifically permitted by the 1940 Act (and the rules thereunder) and procedures adopted by the Trust, on behalf of the Fund, the Sub-Advisor agrees that it will not execute any portfolio transactions for the Sub-Advisor Account with a broker or dealer which is (i) an affiliated person of the Fund, the Trust, the Sub-Advisor or the Advisor; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Sub-Advisor agrees that it will provide the Advisor with a written list of brokers and dealers that are affiliates of the Sub-Advisor and will, from time to time, update such list as necessary. The Advisor agrees that it will provide the Sub-Advisor with a written list of brokers and dealers that are affiliates of the Fund, the Trust, the Trust’s other investment advisers and sub-advisors, including but not limited to Advisor, the Trust’s principal underwriter(s), or affiliated persons of such persons and will, from time to time, update such list as necessary (f) If the Sub-Advisor’s instructions to the Custodian cause an overdraft of the Sub-Advisor Account, the Sub-Advisor shall bear the expenses of any resulting Custodian overdraft fee.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundAllocated Portion, the Sub-Adviser Trader is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Allocated Portion of the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities investments for said Portfolio. The Sub-Adviser Trader may take 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 Sub-Adviser Trader shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Trader shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserTrader, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Trader shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Adviser and the Fund authorize and empower the Sub-Adviser Trader to direct the Custodian to open and maintain brokerage futures trading accounts for securities futures contracts and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers brokers, dealers, futures commission merchants or other intermediaries and market participants as the Sub-Adviser Trader shall select as provided above. The Sub-Adviser Trader may, using such of the securities futures and other property in the Fund as the Sub-Adviser Trader deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Trader deems desirable or appropriate. The Sub-Adviser Trader shall cause all securities futures 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 futures contracts 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 Sub-Adviser Trader shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser Trader further shall have the authority to instruct the Custodian (i) to pay cash for securities futures and other property delivered to the Custodian for the FundAllocated Portion, (ii) to deliver securities futures and other property against payment for the FundAllocated Portion, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Trader may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Trader shall not have authority to cause the Custodian to deliver securities futures and other property, or pay cash to the Sub-Adviser Trader except as expressly provided herein.

Portfolio Transactions. In (a) With respect to the Sub-Adviser Account, the Sub-Adviser is hereby authorized to select investments for the Fund that are consistent with the objectives and strategies of the Fund. Subject to any limitations communicated by the Adviser or the Fund to the Sub-Adviser pursuant to Section 2(a)(iii) hereof, in connection with the investment and reinvestment of the assets of the FundSub-Adviser Account, the Adviser and the Fund hereby authorize the Sub-Adviser is authorized to select the investment bankers, brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Sub-Adviser Account and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 basisAccount. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. . (b) The Manager Adviser and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon and including cash accounts and margin accounts (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for and in the Fund name of the Fund, as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The ; provided that: (i) the Sub-Adviser maydoes not contravene the investment policies and restrictions outlined in the Fund’s Prospectus; (ii) the Sub-Adviser does not violate the 1940 Act or applicable law; (iii) should the Sub-Adviser aggregate transactions of the Sub-Adviser with other client accounts managed by the Sub-Adviser, any liability or amounts due from other client accounts will not be attributable or chargeable to the Sub-Adviser Account; and (iv) the Sub-Adviser shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected. (c) The Adviser and the Fund authorize the Sub-Adviser, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, to direct the Custodian to deposit for and in the name of the Fund original and maintenance brokerage and margin deposits deposits, and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers brokers, all as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. . (d) The Adviser and the Fund authorize the Sub-Adviser further shall have to exercise the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser shall not have authority to cause the Custodian to deliver securities and other propertyproperty to the Sub-Adviser, or pay cash to the Sub-Adviser Adviser, except as expressly provided herein. (e) Unless specifically permitted by the 1940 Act (and the rules thereunder) and procedures adopted by the Fund, the Sub-Adviser agrees that it will not execute any portfolio transactions for the Sub-Adviser Account with a broker or dealer which is: (i) an affiliated person of the Fund, the Fund, the Sub-Adviser or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Sub-Adviser hereby agrees that it will provide the Adviser with a written list of brokers and dealers that are affiliates of the Sub-Adviser and will, from time to time, update such list as necessary. The Adviser agrees that it will provide the Sub-Adviser with a written list of brokers and dealers that are affiliates of the Adviser, the Fund and the principal underwriter of the Fund’s shares and will, from time to time, update such list as necessary. (f) Within the framework of the fundamental policies, investment objectives, and investment restrictions of the Fund and the Prospectus, and subject to relevant law and the oversight of the Board, the Adviser and the Fund authorize the Sub-Adviser to negotiate and enter into loan arrangements, prime brokerage arrangements, total rate-of-return swaps and/or other forms of debt financing and borrowing of money, using the assets of the Fund as collateral for such borrowings, subject to custody requirements of the 1940 Act.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundAllocated Portion, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio Allocated Portion (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Allocated Portion on a continuing basis. The Sub-Adviser will not take into consideration the sale of shares in the Fund by such broker-dealers. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Trust’s Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund Allocated Portion or to the Sub-Adviser, and who charge a higher commission rate to the Fund Allocated Portion than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundTrust. The Manager and the Fund authorize and empower Adviser authorizes the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund Allocated Portion and to execute for the Fund Allocated Portion as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund Allocated Portion as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund Allocated Portion original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause all securities and other property purchased or sold for the Fund Allocated Portion 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 Allocated Portion shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the FundAllocated Portion, (ii) to deliver securities and other property against payment for the FundAllocated Portion, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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. In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Fund or with the sub-adviser to a portfolio that is under common control with the Fund concerning transactions for the Fund in securities or other assets. In no instance will the Allocated Portion be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter or any affiliated person of any of the Trust, Adviser, Sub-Adviser or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC, the 1940 Act and/or the Trust’s written policies and procedures. The Adviser agrees to identify to the Sub-Adviser in writing any broker-dealers that are affiliated with the Adviser and all affiliated persons of any of the Trust, the Adviser and the Trust’s principal underwriter. The Sub-Adviser will promptly report any trading errors involving the Fund or AMFS Limited to the Adviser and the Trust’s CCO. Any losses to the Fund resulting from a trading error concerning a trade made by the Sub-Adviser for the Fund or AMFS Limited, which cannot be unwound or reimbursed by the broker, will be promptly reimbursed by the Sub-Adviser. However, to the extent that the Fund receives any payments from the broker or another third party for the same loss the Fund will promptly reimburse the Sub-Adviser.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundAllocated Portion, the Sub-Adviser Trader is authorized to select the securities or commodity futures brokers or dealers that will execute purchase and sale transactions for the Allocated Portion of the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities investments for said Portfolio. The Sub-Adviser Trader may take into consideration the best net price available; the reliability, integrity and financial condition of the broker-broker or dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-broker or dealer to the investment performance of the Fund Allocated Portion on a continuing basis. The Sub-Adviser Trader will not take into consideration the sale of shares in the Fund by any broker or dealer. The Trader shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Trust’s Board of Trustees of the Fund may determine and consistent consistent, to the extent applicable, with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Trader shall have the right to follow a policy of selecting brokers or dealers who furnish brokerage and research services to the Fund Allocated Portion or to the Sub-AdviserTrader, and who charge a higher commission rate to the Fund Allocated Portion than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Trader shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundTrust. The Manager and Adviser authorizes the Fund authorize and empower the Sub-Adviser Trader to direct the Custodian to open and maintain brokerage accounts for securities securities, commodity futures and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Allocated Portion of the Fund and to execute for the Fund Allocated Portion as its agent and attorney-in-fact standard customer agreements with such broker or brokers brokers, dealers, futures commission merchants or other intermediaries and market participants as the Sub-Adviser Trader shall select as provided above; provided, however; that the Trader may only maintain accounts with brokers, dealers, futures commission merchants or other intermediaries and market participants that have entered into an agreement with the Fund and at which the Fund has an account. The Sub-Adviser Trader may, using such of the securities and other property in assets of the Fund Allocated Portion as the Sub-Adviser Trader deems necessary or desirable, direct the Custodian to deposit for the Allocated Portion of the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities securities, investments and other property into such brokerage accounts and to such brokers as the Sub-Adviser Trader deems desirable or appropriate. The Sub-Adviser Allocated Portion assets shall cause all securities and other property purchased or sold for be maintained in the Fund to be settled at the place of business custody of the Custodian or as the Custodian shall directCustodian. All securities securities, commodity futures and other property of the Fund Allocated Portion shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser Trader further shall have the authority to instruct the Custodian (i) to pay cash for securities commodity futures and other property delivered to the Custodian for the FundAllocated Portion, (ii) to deliver securities commodity futures and other property against payment for the FundAllocated Portion, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Trader may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Trader shall not have authority to cause the Custodian to deliver securities commodity futures and other property, or pay cash to the Sub-Adviser Trader except as expressly provided herein. In no instance will the Allocated Portion be purchased from or sold to the Adviser, Trader, the Trust’s principal underwriter or any affiliated person of any of the Trust, Adviser, Trader or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC, the 1940 Act and/or the Trust’s written policies and procedures. The Adviser agrees to identify to the Trader in writing any brokers or dealers that are affiliated with the Adviser and all affiliated persons of any of the Trust, the Adviser and the Trust’s principal underwriter. The Trader will promptly report any trading errors involving the Allocated Portion to the Adviser and the Trust’s CCO. Any losses to the Fund resulting from a trading error concerning a trade made by the Trader for the Allocated Portion, which cannot be unwound or reimbursed by the broker or dealer, will be promptly reimbursed to the Fund by the Trader, or by the Trader and Adviser as apportioned among them by mutual agreement. However, to the extent that the Fund receives any payments from the broker, dealer or another third party for the same loss, the Fund will promptly reimburse the Trader, or reimburse the Trader and Adviser their respective apportioned amounts paid.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundAllocated Portion, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Allocated Portion of the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the “best available price and most favorable execution execution” with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take into consideration Portfolio considering all of the circumstances including 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 Allocated Portion on a continuing basis. The Sub-Adviser will not take into consideration the sale of shares in the Fund by such broker-dealers. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Trust’s Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund Allocated Portion or to the Sub-Adviser, and who charge a higher commission rate to the Fund Allocated Portion than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundTrust. The Manager and the Fund authorize and empower Adviser authorizes the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Allocated Portion of the Fund and to execute for the Fund Allocated Portion as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund Allocated Portion as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Allocated Portion of the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause all securities and other property purchased or sold for the Fund Allocated Portion 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 Allocated Portion shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the FundAllocated Portion, (ii) to deliver securities and other property against payment for the FundAllocated Portion, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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. In no instance will the Allocated Portion be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter or any affiliated person of any of the Trust, Adviser, Sub-Adviser or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC, the 1940 Act and/or the Trust’s written policies and procedures. The Adviser agrees to identify to the Sub-Adviser in writing any broker-dealers that are affiliated with the Adviser and all affiliated persons of any of the Trust, the Adviser and the Trust’s principal underwriter.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundAllocated Portion, the Sub-Adviser is authorized to select the securities or commodity futures brokers or dealers that will execute purchase and sale transactions for the Allocated Portion of the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities investments for said Portfolio. The Sub-Adviser may take into consideration the best net price available; the reliability, integrity and financial condition of the broker-broker or dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-broker or dealer to the investment performance of the Fund Allocated Portion on a continuing basis. The Sub-Adviser will not take into consideration the sale of shares in the Fund by any broker or dealer. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Trust’s Board of Trustees of the Fund may determine and consistent consistent, to the extent applicable, with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers or dealers who furnish brokerage and research services to the Fund Allocated Portion or to the Sub-Adviser, and who charge a higher commission rate to the Fund Allocated Portion than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundTrust. The Manager and the Fund authorize and empower Adviser authorizes the Sub-Adviser to direct the Custodian to open and maintain executing brokerage accounts for securities securities, commodity futures and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Allocated Portion of the Fund and to execute for the Fund Allocated Portion as its agent and attorney-in-fact standard customer agreements with such broker or brokers brokers, dealers, futures commission merchants or other intermediaries and market participants as the Sub-Adviser shall select as provided above; provided, however; that the Sub-Adviser may only maintain execution accounts with brokers, dealers, futures commission merchants or other intermediaries that have entered into an agreement with the Fund and at which the Fund has an account. For avoidance of doubt, the Sub-Adviser is not authorized to open and maintain clearing brokerage accounts and relationships on behalf of the Allocation Portion. The Sub-Adviser may, using such of the securities and other property in assets of the Fund Allocated Portion as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Allocated Portion of the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities equivalents, securities, investments and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Allocated Portion assets shall be maintained in the custody of the Custodian. The Sub-Adviser shall cause all securities securities, commodity futures and other property purchased or sold for the Fund Allocated Portion to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities securities, commodity futures and other property of the Fund Allocated Portion shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as sales directed by the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth hereinAdviser. The Sub-Adviser shall not have authority to cause the Custodian to deliver securities securities, commodity futures and other property, or pay cash to the Sub-Adviser except as expressly provided herein. In no instance will the Allocated Portion be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter or any affiliated person of any of the Trust, Adviser, Sub-Adviser or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC, the 1940 Act and/or the Trust’s written policies and procedures. The Adviser agrees to identify to the Sub-Adviser in writing any brokers or dealers that are affiliated with the Adviser and all affiliated persons of any of the Trust, the Adviser and the Trust’s principal underwriter. The Sub-Adviser will promptly report any trading errors involving the Allocated Portion to the Adviser and the Trust’s CCO. Any losses to the Fund resulting from a trading error concerning a trade made by the Sub-Adviser for the Allocated Portion, which cannot be unwound or reimbursed by the broker or dealer, will be promptly reimbursed to the Fund by the Sub-Adviser. However, to the extent that the Fund receives any payments from the broker, dealer or another third party for the same loss, the Fund will promptly reimburse the Sub-Adviser.

Portfolio Transactions. In (a) Subject to any limitations communicated by the Advisor to the Sub-Advisor, in connection with the investment and reinvestment of the assets of the FundSub-Advisor Account, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Sub-Advisor Account and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfoliothe Sub-Advisor Account in accordance with the Sub-Advisor’s best execution and other trading policies as most recently provided to the Advisor. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this sectionSection 7. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor or to any other client, customer or account of the Sub-Advisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and an execution-only basis. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports provide information as may be reasonably requested by the Board regarding such determination and description of the products and services obtained if so requested by the Fund. . (b) The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) in respect of the Sub-Advisor Account, for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. ; provided that: (i) the Sub-Advisor does not contravene the Investment Guidelines or Prospectus; (ii) the Sub-Advisor does not violate the 1940 Act or applicable law; and (iii) should the Sub-Advisor aggregate transactions of the Sub-Advisor with other client accounts managed by the Sub-Advisor, any liability or amounts due from other client accounts will not be attributable or chargeable to the Sub-Advisor Account and (iv) the Sub-Advisor shall reasonably determine that the terms are no less favorable in any material respect than customary market terms. (c) The Sub-Adviser Advisor may, using such of the cash, securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. . (d) The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for to the Fund, and (iii) to transfer assets and funds to such brokerage accounts of the Fund as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein. (e) Unless specifically permitted by the 1940 Act (and the rules thereunder) and procedures adopted by the Trust, on behalf of the Fund, the Sub-Advisor agrees that it will not execute any portfolio transactions for the Sub-Advisor Account with a broker or dealer which is (i)(A) an affiliated person of the Fund, the Trust, or the Advisor; (B) a principal underwriter of the Fund’s shares; or (C) an affiliated person of such an affiliated person or principal underwriter (any such broker or dealer, a “Restricted Broker”), or (ii) which is an affiliated person of the Sub-Advisor (any such broker or dealer, a “Sub-Advisor Broker Affiliate”). The Advisor agrees that it will provide the Sub-Advisor with a written list of Restricted Brokers and will, from time to time, update such list as necessary. The Sub-Advisor agrees that it will provide the Advisor with a written list of Sub-Advisory Broker Affiliates and will, from time to time, update such list as necessary. (f) If the Sub-Advisor’s instructions to the Custodian cause an overdraft of the Sub-Advisory Account, the Sub-Advisor shall bear the expenses of any resulting Custodian overdraft fee.

Portfolio Transactions. In connection with All orders placed by the investment Sub-Advisor for the purchase and reinvestment sale of portfolio securities shall be for the account of the assets of Fund with brokers or dealers selected by the FundSub-Advisor. Although the Fund will pay the actual transaction costs, including without limitation brokerage commissions on portfolio transactions in accordance with this Paragraph 2(d). In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser is authorized to select the brokers or dealers that Advisor will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) and to use all reasonable its best efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Advisor shall consider all factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). The In evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Sub-Adviser shall maintain records adequate to demonstrate compliance with Advisor may also consider the requirements of this section. Subject to the policies brokerage and research services (as the Board of Trustees of the Fund may determine and consistent with those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended, ) provided to the Sub- Advisor or an affiliate of the Sub-Adviser shall have the right Advisor in respect of accounts over which it exercises investment discretion. The Sub-Advisor is authorized to follow pay to a policy of selecting brokers broker or dealer who furnish provides such brokerage and research services to a commission for executing a portfolio transaction which is in excess of the Fund amount of commission another broker or to dealer would have charged for effecting that transaction if the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine Advisor determines in good faith that such higher cost commission was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding by such determination and description broker or dealer, viewed in terms of that particular transaction or in terms of all of the products and services obtained if accounts over which investment discretion is so requested exercised by the Fund. The Manager and the Fund authorize and empower the Sub-Adviser to direct Advisor or its affiliates. Nothing in this Agreement shall preclude the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name combining of the Fund and to execute orders for the Fund as its agent and attorney-in-fact standard customer agreements sale or purchase of securities or other investments with such broker or brokers as other accounts managed by the Sub-Adviser Advisor or its affiliates provided that the Sub-Advisor does not favor any account over any other account and provided that any purchase or sale orders executed contemporaneously shall select as provided abovebe allocated in an equitable manner among the accounts involved in accordance with procedures adopted by the Sub-Advisor. The Sub-Adviser may, using such is authorized to allocate the orders placed by it on behalf of the securities and other property in Fund to the Fund as the Advisor, Sub-Adviser deems necessary Advisor, or desirable, direct another of the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Fund’s Sub-Adviser deems desirable Advisor, or appropriateaffiliate thereof that is registered as a broker-dealer with the SEC, in compliance with Rule 17e-1 procedures that the Trust’s Board of Trustees shall adopt from time to time. The Sub-Adviser shall cause all securities and agrees that it will not consult with any other property purchased or sold for investment adviser to the Fund to be settled at the place of business concerning transactions 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In (a) Subject to any limitations communicated by the Advisor to the Sub-Advisor, in connection with the investment and reinvestment of the assets of the FundSub-Advisor Account, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Sub-Advisor Account and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said PortfolioSub-Advisor Account. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. . (b) The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. ; provided that: (i) the Sub-Advisor does not contravene the Investment Guidelines or Prospectus; (ii) the Sub-Advisor does not violate the 1940 Act (to the extent applicable) or applicable law; (iii) should the Sub-Advisor aggregate transactions of the Sub-Advisor with other client accounts managed by the Sub-Advisor, any liability or amounts due from other client accounts will not be attributable or chargeable to the Sub-Advisor Account and (iv) the Sub-Advisor shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected. (c) The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. . (d) The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein. (e) Unless specifically permitted by the 1940 Act (and the rules thereunder) and procedures adopted by the Trust, on behalf of the Fund, the Sub-Advisor agrees that it will not execute any portfolio transactions for the Sub-Advisor Account with a broker or dealer which is (i) an affiliated person of the Fund, the Trust, the Sub-Advisor or the Advisor; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Sub-Advisor agrees that it will provide the Advisor with a written list of brokers and dealers that are affiliates of the Sub-Advisor and will, from time to time, update such list as necessary (f) If the Sub-Advisor’s instructions to the Custodian cause an overdraft of the Sub-Advisor Account, the Sub-Advisor shall bear the expenses of any resulting Custodian overdraft fee

Portfolio Transactions. In connection with the management of the investment and reinvestment of the assets of the each Fund, the Sub-Adviser Adviser, acting by its own officers, directors or employees or by a duly authorized subcontractor, is authorized to select the brokers broker or dealers that will execute purchase and sale transactions for the Fund’s Trust. In executing portfolio (transactions and selecting brokers or dealers, if any, the “Portfolio”) and to Sub-Adviser will use all reasonable its best efforts to obtain seek on behalf of a Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the market in and the price of the security, the financial condition and most favorable execution capability of the broker or dealer, and the reasonableness of the commission, if any, with respect to all such purchases the specific transaction and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 In evaluating the best overall terms available, and in selecting the broker or dealer, if any, to execute a particular transaction, the Sub-Adviser shall maintain records adequate to demonstrate compliance with may also consider the requirements of this section. Subject to the policies brokerage and research services (as the Board of Trustees of the Fund may determine and consistent with those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser with respect to a Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. The Sub-Adviser may pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, as amendedbut only if, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine determines in good faith that such higher cost commission was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided aboveprovided. The Sub-Adviser maymay buy securities for a Fund at the same time it is selling such securities for another client account and may sell securities for a Fund at the time it is buying such securities for another client account. In such cases, using such of the securities subject to applicable legal and other property in the Fund as On occasions when the Sub-Adviser deems necessary the purchase or desirablesale of a security to be in the best interest of a Fund as well as other clients, direct the Custodian Sub-Adviser, to deposit for the Fund original extent permitted by applicable laws and maintenance regulations, and in compliance with such procedures of the Trust as may be in effect from time to time, may aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage and margin deposits and otherwise direct payments commissions, if any. In such event, allocation of cashthe securities so purchased or sold, cash equivalents and securities and other property into such brokerage accounts and to such brokers as well as the expenses incurred in the transaction, will be made by the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause all securities and other property purchased or sold for in the Fund manner it considers to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities most equitable and other property of the Fund shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered consistent with its fiduciary obligations to the Custodian for the Fund, (ii) to deliver securities subject Fund and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth hereinclients. The Sub-Adviser shall not have authority to cause possession or custody of any Fund investments. The Trust shall be responsible for all custodial agreements and the Custodian to deliver securities payment of all custodial charges and other propertyfees and, or pay cash to upon the Sub-Adviser except as expressly provided hereingiving proper instructions to the custodian, the Sub-Adviser shall have no responsibility or liability for the acts, omissions or other conduct of the custodian. The Sub-Adviser shall, upon due notice from the Adviser, provide such periodic and special reports describing any such research, advice or other services received and the incremental commissions, net price or other consideration to which they relate.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services or advice to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. .. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services or advice provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund Portfolio as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund Portfolio original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause all securities and other property purchased or sold for the Fund Portfolio 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Sub‑Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The In making such assessment, the Sub-Adviser Advisor may take into consideration account such factors as the best net price available; the reliabilitySub-Advisor deems appropriate, integrity and financial condition including without limitation one or more of the following: the experience and skill of the securities traders employed by a broker or dealer, the broker-’s or dealer; ’s financial responsibility and administrative efficiency, the size of and difficulty in executing the order; , the nature of the market for the security, the timing of the transaction and the value difficulty of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basisexecution. The Sub-Adviser Sub‑Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Sub‑Advisor shall have the right to follow a policy of selecting select brokers who furnish brokerage and research services to the Fund Funds or to the Sub-AdviserSub‑Advisor, and who charge a higher commission rate to the Fund Funds than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Sub‑Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundFunds. The Manager and In the Fund authorize and empower event the Sub‑Advisor places trades through a broker or dealer affiliated with the Advisor (as specified by the Advisor to the Sub-Adviser Advisor in writing) or the Sub‑Advisor, the Sub‑Advisor agrees to provide notice to the Funds and to comply with the Funds’ affiliated brokerage procedures. The Advisor authorizes and empowers the Sub‑Advisor to open or direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund Funds and to execute for the Fund Funds as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Sub‑Advisor shall select as provided above. The Sub-Adviser Sub‑Advisor shall provide the Advisor and the Trust with copies of any documents executed on behalf of the Trust hereunder promptly after the execution of such documents. The Sub‑Advisor may, using such of the securities and other property in the Fund Funds as the Sub-Adviser Sub‑Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund Funds original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Sub‑Advisor deems desirable or appropriate. The Sub-Adviser Sub‑Advisor shall cause all securities and other property purchased or sold for the Fund Funds 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 Funds shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser Sub‑Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser Sub‑Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the FundFunds, (ii) to deliver securities and other property against payment for the FundFunds, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Sub‑Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Sub‑Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Sub‑Advisor except as expressly provided herein. The Sub‑Advisor and any of its affiliated persons will not purchase securities or other instruments from or sell securities or other instruments to the Funds; provided, however, the Sub‑Advisor may purchase securities or other instruments from or sell securities or other instruments to the Funds if such transaction is (i) permissible under the applicable law and the Funds’ procedures or in accordance with an exemptive order and (ii) approved in advance by the Advisor. In the event of any such transaction, the transaction shall be reported to the Board on a quarterly basis.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. 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 into consideration all factors the Sub-Adviser deems appropriate, including without limitation: 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 Notwithstanding the Sub-Adviser shall maintain records adequate Adviser’s primary consideration, the price to demonstrate compliance with the requirements 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 this sectionthe portfolio execution services offered. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting select brokers who furnish brokerage and research services to the Fund Funds or to the Sub-Adviser, and who charge a higher commission rate to the Fund Funds than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager and In the event the Sub-Adviser places trades through a broker or dealer affiliated with the Adviser (as specified by the Adviser in writing in advance) or the Sub-Adviser, the Sub-Adviser agrees to provide notice to the Fund authorize and empower to comply with the Fund’s affiliated brokerage procedures. The Adviser authorizes and empowers the Sub-Adviser to open or direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the a Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser shall provide the Adviser and the Trust with copies of any documents executed on behalf of the Trust hereunder as soon as practicable after the execution of such documents. The Sub-Adviser may, using such of the securities and other property in the a Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the that Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause all securities and other property purchased or sold for the such 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 each Fund shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the FundFunds, (ii) to deliver securities and other property against payment for the FundFunds, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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. The Sub-Adviser and any of its affiliated persons will not purchase securities or other instruments from or sell securities or other instruments to the Funds; provided, however, the Sub-Adviser may purchase securities or other instruments from or sell securities or other instruments to a Fund if such transaction is (i) permissible under the applicable law and the Fund’s procedures or in accordance with an exemptive order and (ii) approved in advance by the Adviser. In the event of any such transaction, the transaction shall be reported to the Board on a quarterly basis.

Portfolio Transactions. In (a) Subject to any limitations communicated in writing by the Advisor to the Sub-Advisor from time to time, in connection with the investment and reinvestment of the assets of the FundSub-Advisor Account, the Sub-Adviser Advisor is authorized to select the brokers, dealers, futures commission merchants, banks and other financial institutions (collectively, “brokers or dealers and dealers”) that will execute purchase and sale transactions for the FundSub-Advisor Account. The Sub-Advisor will place all necessary orders with brokers and dealers or issuers, as applicable. The Sub-Advisor’s portfolio (the “Portfolio”) and to use all reasonable efforts primary objective will be to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfoliothe Sub-Advisor Account. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. The Sub-Advisor will effect transactions with those brokers and dealers which it believes provide favorable net prices and are capable of providing efficient executions, taking into consideration, among other things, order size, difficulty of execution, the operational capabilities, facilities and financial condition of the broker or dealer involved, whether that broker or dealer has risked its own capital in positioning a block of securities or other assets, and the prior experience of the broker or dealer in effecting transactions of the relevant types. Subject to the policies as the Board of Trustees of the Fund may determine and communicate to the Sub-Advisor and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers and dealers who furnish brokerage and research services to the Fund or to Advisor, the Sub-AdviserAdvisor and/or their respective affiliated persons, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The execution in instances where the Sub-Adviser Advisor shall determine in good faith that the amount of such higher cost was commission is reasonable in relation to the value of the brokerage and research services provided viewed in terms of that particular transaction or the Sub-Advisor’s overall responsibilities to the Fund or its other advisory clients, and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager and When effecting any transaction in accordance with a specific instruction of the Fund authorize and empower Board or the Advisor, the Sub-Adviser Advisor shall be relieved of its duties and obligations under this paragraph in relation to such transaction. (b) The Advisor authorizes and empowers the Sub-Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including commodity interests (as defined in the Commodity Exchange Act, as amended), for and in the name of the Fund (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. ; provided that: (i) in exercising its authority under this paragraph, the Sub-Advisor does not contravene the Investment Guidelines or Prospectus; (ii) in exercising its authority under this paragraph, the Sub-Advisor does not violate the 1940 Act or applicable law; and (iii) should the Sub-Advisor aggregate transactions of the Sub-Advisor with other client accounts managed by the Sub-Advisor, any liability or amounts due from other client accounts will not be attributable or chargeable to the Sub-Advisor Account. (c) The Sub-Adviser mayAdvisor is authorized to, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. . (d) The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein. (e) Unless specifically permitted by the 1940 Act (and the rules promulgated thereunder) and procedures adopted by the Trust, on behalf of the Fund, the Sub-Advisor agrees that it will not execute any portfolio transactions for the Sub-Advisor Account with a broker or dealer which is (i) an affiliated person of the Fund, the Trust, the Sub-Advisor or the Advisor; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Sub-Advisor agrees that it will provide the Advisor with a written list of brokers and dealers that are affiliated persons of the Sub-Advisor and will, from time to time, update such list as necessary. The Advisor agrees that it will provide the Sub-Advisor with a written list of brokers and dealers that are affiliated persons of the Fund, the Trust or the Advisor, a principal underwriter of the Fund’s shares, or an affiliated person of such an affiliated person or principal underwriter and will, from time to time, update such list as necessary. The Sub-Advisor shall not be deemed to have breached this Section 8(e) if it executes a portfolio transaction for the Sub-Advisor Account with a person or entity that is not known to the Sub-Advisor to be an affiliated person of the Fund, the Trust or the Advisor, a principal underwriter of the Fund’s shares, or an affiliated person of such an affiliated person or principal underwriter.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale all commodities transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities investments for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Adviser authorizes and the Fund authorize and empower empowers the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the FundPortfolio, (ii) to deliver securities and other property against payment for the FundPortfolio, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In connection with The Sub-Adviser shall place all orders for the investment purchase and reinvestment sale of portfolio securities for the account of the assets of Fund with brokers or dealers selected by the FundSub-Adviser, although the Fund will pay the actual transaction costs, including without limitation brokerage commissions on portfolio transactions in accordance with this Paragraph 2(d). In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser is authorized will use its best efforts to select seek on behalf of the brokers Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealers that will execute purchase dealer, and sale transactions the reasonableness of the commission, if any (for the Fund’s portfolio (the “Portfolio”) specific transaction and to use all reasonable efforts to obtain on a continuing basis). In evaluating the best available price overall terms available, and most favorable execution with respect in selecting the broker or dealer to all such purchases and sales of portfolio securities for said Portfolio. The execute a particular transaction, the Sub-Adviser may take into consideration also consider the best net price available; the reliability, integrity brokerage and financial condition of the broker-dealer; the size of and difficulty research services (as those terms are defined in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, ) provided to Sub-Adviser or an affiliate of the Sub-Adviser shall have the right to follow a policy in respect of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and executionaccounts over which it exercises investment discretion. The Sub-Adviser shall determine is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction which is 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 higher cost commission was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding by such determination and description broker or dealer, viewed in terms of that particular transaction or in terms of all of the products and services obtained if accounts over which investment discretion is so requested exercised by the Fund. The Manager and the Fund authorize and empower the Sub-Adviser to direct or its affiliates. Nothing in this agreement shall preclude the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name combining of the Fund and to execute orders for the Fund as its agent and attorney-in-fact standard customer agreements sale or purchase of securities or other investments with such broker or brokers as other accounts managed by the Sub-Adviser or its affiliates provided that the Sub-Adviser does not favor any account over any other account and provided that any purchase or sale orders executed contemporaneously shall select be allocated in an equitable manner among the accounts involved in accordance with procedures adopted by the Sub-Adviser. In connection with the purchase and sale of securities for the Fund, the Sub-Adviser will arrange for the transmission to the custodian and record keeping agent for the Company on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Fund, as provided abovemay be reasonably necessary to enable the custodian and record keeping agent to perform its administrative and record keeping responsibilities with respect to the Fund. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Sub-Adviser will arrange for the automatic transmission of the confirmation of such trades to the Fund's custodian and record keeping agent. The Sub-Adviser may, using such will monitor on a daily basis the determination by the custodian and record keeping agent for the Fund of the valuation of portfolio securities and other property investments of the Fund. The Sub-Adviser will assist the custodian and record keeping agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Company, the value of any portfolio securities or other assets of the Fund as for which the custodian and record keeping agent seeks assistance from, or identifies for review by, the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriateAdviser. The Sub-Adviser shall cause all assist the Board in determining fair value of such securities and other property purchased or sold assets 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 Custodianwhich market quotations are not readily available. The Sub-Adviser shall notify will provide the Custodian as soon as practicable Company or the Adviser with copies of all of the Fund's investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian and record keeping agent for the Company) as are necessary information to enable assist the Custodian Company and the Adviser to effect such purchases comply with requirements of the 1940 Act and salesthe Advisers Act as well as other applicable laws. The Sub-Adviser further shall have will furnish to regulatory authorities having the requisite authority to instruct the Custodian (i) to pay cash for securities any information, reports or investment records and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as ledgers maintained by the Sub-Adviser in connection with such services which may designate, all be requested in order to ascertain whether the operations of the Company are being conducted in a manner consistent with the powers, authorities applicable laws and limitations set forth hereinregulations. The Sub-Adviser shall not have authority to cause the Custodian to deliver securities and other property, or pay cash will provide reports to the Sub-Company's Board of Directors for consideration at meetings of the Board on the investment program for the Fund and the issues and securities represented in the Fund's portfolio, and will furnish the Company's Board of Directors with respect to the Fund such periodic and special reports as the Directors or the Adviser except as expressly provided hereinmay reasonably request.

Portfolio Transactions. In connection with Investment decisions for the Fund shall be made by the Sub-Adviser independently from those for any other investment companies and reinvestment accounts advised or managed by the Sub-Adviser. The Fund and such investment companies and accounts may, however, invest in the same securities. When a purchase or sale of the assets same security is made at substantially the same time on behalf of the Fund and/or another investment company or account, the transaction will be averaged as to price, and available investments allocated as to amount, in a manner which the Sub-Adviser believes to be equitable to the Fund and such other investment company or account. The Fund acknowledges that in some instances, this investment procedure may adversely affect the price paid or received by the Fund or the size of the position obtained or sold by the Fund. To the extent permitted by law, the Sub-Adviser is authorized may aggregate the securities to select the brokers be sold or dealers that will execute purchase and sale transactions purchased for the Fund’s portfolio (the “Portfolio”) and Fund with those to use all reasonable efforts be sold or purchased for other investment companies or accounts in order to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolioexecution. The Fund and Adviser understand that the Sub-Adviser may give advice and take into consideration action with respect to any of its other clients or for its own account which may differ from the best net price available; timing or nature of action taken by the reliabilitySub-Adviser, 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 with respect to the investment performance of the Fund on a continuing basisFund. The Sub-Adviser shall maintain records adequate place orders for the purchase and sale of portfolio securities and shall solicit broker-dealers to demonstrate compliance execute transactions in accordance with the requirements Fund’s policies and restrictions regarding brokerage allocations. The Sub-Adviser shall place orders pursuant to its investment determination for the Fund either directly with the issuer or with any broker or dealer selected by the Sub-Adviser. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser shall use its reasonable best efforts to seek the most favorable execution of orders, after taking into account all factors the Sub-Adviser deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and oil a continuing basis. Consistent with this section. Subject obligation, the Sub-Adviser may, to the policies as extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the Board meaning of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, ) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser shall have the right to follow a policy or any of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and executionits affiliates exercises investment discretion. The Sub-Adviser shall determine is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is 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 higher cost commission was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding by such determination and description broker or dealer, viewed in terms of either that particular transaction or the products and services obtained if so requested by Sub-Adviser’s overall responsibilities to the Fund. The Manager and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for In no instance will portfolio securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause all securities and other property be purchased from 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Adviser, or the Fund’s principal underwriter, or any affiliated person thereof except as expressly provided hereinpermitted by the 1940 Act or the rules of the Securities and Exchange Commission.

Portfolio Transactions. In connection (i) To the extent that Sub-Adviser liaises with counterparties with respect to the investment Sub-Advised Portion for brokerage, futures and reinvestment options clearing and ISDA purposes, Sub-Adviser shall use such counterparties under agreements set up by, and in the name of, the Subsidiary. Save as set out in 2(b)(ii) below, Sub-Adviser shall not establish any brokerage, futures and options clearing or ISDA arrangements for the Sub-Advised Portion without the prior express written consent of K2. (ii) Sub-Adviser shall place orders for the execution of portfolio transactions for the Sub-Advised Portion with executing brokers and dealers selected by Sub-Adviser on behalf of the assets Subsidiary. In the placement of orders for the Fundpurchase and sale of investments for the Sub-Advised Portion, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts shall seek to obtain best execution in accordance with the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take into consideration the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty Adviser’s Execution Policy. It is 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 Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, the 1934 that Sub-Adviser shall may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The transaction if Sub-Adviser shall determine determines in good faith that such higher cost the amount of commission charged was reasonable in relation to the value of the brokerage and and/or research services (as defined in Section 28(e)) provided and shall make reasonable reports regarding by such determination and description broker, viewed in terms either of the products and services obtained if so requested by Subsidiary or Sub-Adviser’s overall responsibilities to Sub-Adviser’s discretionary accounts. (iii) On occasions when the Fund. The Manager and Sub-Adviser deems the Fund authorize and empower purchase or sale of a security or other investment to be in the best interest of the Subsidiary as well as other clients of the Sub-Adviser, the Sub-Adviser to direct the Custodian to open extent permitted by applicable laws and maintain brokerage accounts regulations, may, but shall be under no obligation to, aggregate orders of the Subsidiary and such other clients for the purchase or sale of such security or other investment. Allocation of the securities and other property (all such accounts hereinafter called “brokerage accounts”) for and so purchased or sold, as well as the expenses incurred in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as transaction, will be made by the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as a manner that the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause all securities and other property purchased or sold for the Fund considers to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities fair and other property of the Fund shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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 hereinequitable.

Portfolio Transactions. In (a) Subject to any limitations communicated in writing by the Advisor to the Sub-Advisor, in connection with the investment and reinvestment of the assets of the FundSub-Advisor Account, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Sub-Advisor Account and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said PortfolioSub-Advisor Account; provided that the Sub-Advisor, may consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security or instrument, the amount of the commission, the timing and difficulty of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved, and the quality of service rendered by the broker or dealer in other transactions. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the best execution requirements of this section. Subject to In accordance with the policies as of the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. . (b) The Manager Advisor authorizes and the Fund authorize and empower empowers, but does not require, the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact agent, standard customer agreements agreements, account documentation and other documents with such broker or brokers brokers, dealers, counterparties and other persons as the Sub-Adviser Advisor shall select as provided above. ; provided that: (i) the Sub-Advisor does not contravene the Investment Guidelines or Prospectus; (ii) the Sub-Advisor does not violate the 1940 Act or applicable law; (iii) should the Sub-Advisor aggregate transactions of the Sub-Advisor with other client accounts managed by the Sub-Advisor, any liability or amounts due from other client accounts will not be attributable or chargeable to the Sub-Advisor Account; and (iv) the Sub-Advisor shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected, taking into account the current market environment for negotiating such terms and the terms applicable to the Sub-Advisor’s other accounts. (c) The Sub-Adviser Advisor may, using such of the securities and other property in the Fund Sub-Advisor Account as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers brokers, dealers, counterparties and other persons as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause all securities and other property purchased or sold for the Fund Sub-Advisor Account 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. . (d) The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein. (e) Unless specifically permitted by the 1940 Act (and the rules thereunder) and procedures adopted by the Trust, on behalf of the Fund, the Sub-Advisor agrees that it will not execute any portfolio transactions for the Sub-Advisor Account with a broker or dealer which is: (i) an affiliated person of the Fund, the Trust, the Sub-Advisor or the Advisor; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Advisor covenants that it will provide Sub-Advisor with the Fund’s policies and procedures regarding Rule 17e-1 under the 1940 Act. The Sub-Advisor agrees that it will provide the Advisor with a written list of brokers and dealers that are affiliates of the Sub-Advisor and will, from time to time, update such list as necessary. The Advisor agrees that it will provide to the Sub-Advisor a written list of all persons identified in (i) through (iii) above and will, from time to time, update such list as necessary. (f) If the Sub-Advisor’s instructions to the Custodian cause an overdraft of the Sub-Advisor Account, the Sub-Advisor shall bear the expenses of any resulting Custodian overdraft fee.

Portfolio Transactions. In (a) Subject to any limitations communicated by the Advisor to the Sub-Advisor, in connection with the investment and reinvestment of the assets of the FundSub-Advisor Account, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Sub-Advisor Account and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said PortfolioSub-Advisor Account. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. . (b) The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. ; provided that: (i) the Sub-Advisor does not contravene the Investment Guidelines or Prospectus; (ii) the Sub-Advisor does not violate the 1940 Act or applicable law; (iii) should the Sub-Advisor aggregate transactions of the Sub-Advisor with other client accounts managed by the Sub-Advisor, any liability or amounts due from other client accounts will not be attributable or chargeable to the Sub-Advisor Account and (iv) the Sub-Advisor shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected. (c) The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. . (d) The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein. (e) Unless specifically permitted by the 1940 Act (and the rules thereunder) and procedures adopted by the Trust, on behalf of the Fund, the Sub-Advisor agrees that it will not execute any portfolio transactions for the Sub-Advisor Account with a broker or dealer which is (i) an affiliated person of the Fund, the Trust, the Sub-Advisor or the Advisor; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Sub-Advisor agrees that it will provide the Advisor with a written list of brokers and dealers that are affiliates of the Sub-Advisor and will, from time to time, update such list as necessary. (f) If the Sub-Advisor’s instructions to the Custodian cause an overdraft of the Sub-Advisor Account, the Sub-Advisor shall bear the expenses of any resulting Custodian overdraft fee.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said the Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundAdvisor. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and salessettlements. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fundaccount of the Portfolio, (ii) to deliver securities and other property against payment for the Fundaccount of the Portfolio, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including, but not limited to, financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundAllocated Portion, the Sub-Adviser Trader is authorized to select the commodity futures brokers or dealers that will execute purchase and sale transactions for the Allocated Portion of the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities investments for said Portfolio. The Sub-Adviser Trader may take into consideration the best net price available; the reliability, integrity and financial condition of the broker-broker or dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-broker or dealer to the investment performance of the Fund Allocated Portion on a continuing basis. The Sub-Adviser Trader will not take into consideration the sale of shares in the Fund by any broker or dealer. The Trader shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Trust’s Board of Trustees of the Fund may determine and consistent consistent, to the extent applicable, with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Trader shall have the right to follow a policy of selecting brokers or dealers who furnish brokerage and research services to the Fund Allocated Portion or to the Sub-AdviserTrader, and who charge a higher commission rate to the Fund Allocated Portion than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Trader shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundTrust. The Manager and Adviser authorizes the Fund authorize and empower the Sub-Adviser Trader to direct the Custodian to open and maintain executing brokerage accounts for securities commodity futures and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund Allocated Portion as its agent and attorney-in-fact standard customer agreements with such broker or brokers brokers, dealers, futures commission merchants or other intermediaries and market participants as the Sub-Adviser Trader shall select as provided above; provided, however; that the Trader may only maintain execution accounts with brokers, dealers, futures commission merchants or other intermediaries and market participants that have entered into an agreement with the Fund and at which the Fund has an account. For avoidance of doubt, the Trader is not authorized to open and maintain clearing brokerage accounts and relationships on behalf of the Allocation Portion, except through the Custodian, as described above. The Sub-Adviser Trader may, using such of the securities and other property in assets of the Fund Allocated Portion as the Sub-Adviser Trader deems necessary or desirable, direct the Custodian to deposit for the Allocated Portion of the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities securities, investments and other property into such brokerage accounts and to such brokers as the Sub-Adviser Trader deems desirable or appropriate. The Sub-Adviser shall cause 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 securities, commodity futures and other property of the Fund Allocated Portion shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser Trader further shall have the authority to instruct the Custodian (i) to pay cash for securities commodity futures and other property delivered to the Custodian for the Fund, Allocated Portion and (ii) to deliver securities commodity futures and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth hereinAllocated Portion. The Sub-Adviser Trader shall not have authority to cause the Custodian to deliver securities commodity futures and other property, or pay cash to the Sub-Adviser Trader except as expressly provided herein. In no instance will the Allocated Portion be purchased from or sold to the Adviser, Trader, the Trust’s principal underwriter or any affiliated person of any of the Trust, Adviser, Trader or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC, the 1940 Act and/or the Trust’s written policies and procedures. The Adviser agrees to identify to the Trader in writing any brokers or dealers that are affiliated with the Adviser and all affiliated persons of any of the Trust, the Adviser and the Trust’s principal underwriter. The Trader will promptly report any trading errors involving the Allocated Portion to the Adviser and the Trust’s CCO. Any losses to the Fund resulting from a trading error concerning a trade made by the Trader for the Allocated Portion, which cannot be unwound or reimbursed by the broker or dealer, will be promptly reimbursed to the Fund by the Trader. However, to the extent that the Fund receives any payments from the broker, dealer or another third party for the same loss, the Fund will promptly reimburse the Trader.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundAllocated Portion, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Allocated Portion and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfoliothe Allocated Portion. The Sub-Adviser may take 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 Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund Allocated Portion or to the Sub-Adviser, and who charge a higher commission rate to the Fund Allocation Portion than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund Allocated Portion as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause all securities and other property purchased or sold for the Fund Allocated Portion 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In connection with The Sub-Adviser shall place all orders for the investment purchase and reinvestment sale of portfolio securities for the account of the assets of Fund with brokers or dealers selected by the FundSub-Adviser, although the Fund will pay the actual transaction costs, including without limitation brokerage commissions on portfolio transactions in accordance with this Paragraph 2(d). In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser is authorized will use its best efforts to select seek on behalf of the brokers Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealers that will execute purchase dealer, and sale transactions the reasonableness of the commission, if any (for the Fund’s portfolio (the “Portfolio”) specific transaction and to use all reasonable efforts to obtain on a continuing basis). In evaluating the best available price overall terms available, and most favorable execution with respect in selecting the broker or dealer to all such purchases and sales of portfolio securities for said Portfolio. The execute a particular transaction, the Sub-Adviser may take into consideration also consider the best net price available; the reliability, integrity brokerage and financial condition of the broker-dealer; the size of and difficulty research services (as those terms are defined in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, ) provided to the Sub-Adviser shall have the right to follow a policy or an affiliate of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis Adviser in respect of seeking the most favorable price and executionaccounts over which it exercises investment discretion. The Sub-Adviser shall determine is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction which is 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 higher cost commission was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding by such determination and description broker or dealer, viewed in terms of that particular transaction or in terms of all of the products and services obtained if accounts over which investment discretion is so requested exercised by the Fund. The Manager and the Fund authorize and empower the Sub-Adviser to direct or its affiliates. Nothing in this agreement shall preclude the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name combining of the Fund and to execute orders for the Fund as its agent and attorney-in-fact standard customer agreements sale or purchase of securities or other investments with such broker or brokers as other accounts managed by the Sub-Adviser or its affiliates provided that the Sub-Adviser does not favor any account over any other account and provided that any purchase or sale orders executed contemporaneously shall select as provided abovebe allocated in an equitable manner among the accounts involved in accordance with procedures adopted by the Sub-Adviser. The Sub-Adviser may, using such is authorized to allocate the orders placed by it on behalf of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Adviser, Sub-Adviser shall notify Adviser, or affiliate thereof that is registered as a broker-dealer with the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for SEC, in compliance with Rule 17e-1 procedures that the Fund, (ii) 's Board shall adopt from time to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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 hereintime.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundSubject Portfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser In connection therewith, an affiliate of Adviser, such as State Street Global Markets, LLC, may take into consideration the best net price available; the reliability, integrity be so employed 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 may receive a continuing basiscommission. The Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the The Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund Subject Portfolio or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund Subject Portfolio than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundClient. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “"brokerage accounts”") for and in the name of the Fund Client and to execute for the Fund Client as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund Subject Portfolio as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund Client original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause all securities and other property purchased or sold for the Fund Subject Portfolio 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 Subject Portfolio shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the FundSubject Portfolio, (ii) to deliver securities and other property against payment for the FundSubject Portfolio, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In (a) Subject to any limitations communicated by the Advisor to the Sub-Advisor, in connection with the investment and reinvestment of the assets of the FundSub-Advisor Account, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Sub-Advisor Account and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said PortfolioSub-Advisor Account. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. . (b) The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. ; provided that: (i) the Sub-Advisor does not contravene the Investment Guidelines or Prospectus; (ii) the Sub-Advisor does not violate the 1940 Act or applicable law; (iii) should the Sub-Advisor aggregate transactions of the Sub-Advisor with other client accounts managed by the Sub-Advisor, any liability or amounts due from other client accounts will not be attributable or chargeable to the Sub-Advisor Account and (iv) the Sub-Advisor shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected. (c) The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. . (d) The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein. (e) Unless specifically permitted by the 1940 Act (and the rules thereunder) and procedures adopted by the Trust, on behalf of the Fund, the Sub-Advisor agrees that it will not knowingly execute any portfolio transactions for the Sub-Advisor Account with a broker or dealer which is (i) an affiliated person of the Fund, the Trust, the Sub-Advisor or the Advisor; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Sub-Advisor agrees that it will provide the Advisor with a written list of brokers and dealers that are affiliates of the Sub-Advisor and will, from time to time, update such list as necessary. (f) If the Sub-Advisor’s instructions to the Custodian cause an overdraft of the Sub-Advisor Account, the Sub-Advisor shall bear the expenses of any resulting Custodian overdraft fee.

Portfolio Transactions. a. In connection with the investment and reinvestment of the assets of the FundAllocated Portion, the Sub-Adviser is authorized in its discretion to select the brokers or dealers that will execute purchase and sale transactions for the Allocated Portion of the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best execution available price and most favorable execution with respect to all such purchases and sales of portfolio securities investments for said Portfolio. The portfolio in accordance with applicable law and the Sub-Adviser’s “Best Execution Policy”, a copy of which the Sub-Adviser may take 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 shall provide to the investment performance Adviser prior to the effective date of the Fund on a continuing basisthis Agreement. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this sectionSection 5. Subject to the policies as the Trust’s Board of Trustees may determine, as such may be provided from time to time to the Sub-Adviser with reasonable amount of time for the Fund may determine Sub-Adviser to implement, and consistent consistent, to the extent applicable, with Section 28(e) of the US Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers or dealers who furnish brokerage and research services to the Fund Allocated Portion or to the Sub-Adviser, and who charge a higher commission rate to the Fund Allocated Portion than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine does not currently pay for research and brokerage services using brokerage commissions generated by the execution of trades for any advisory client’s account (such arrangements, “Soft Dollar Arrangements”). To the extent that the Sub-Adviser does use Soft Dollars Arrangements in good faith the future, the Sub-Adviser expects that such higher cost was reasonable use will fall within the safe harbor afforded by Section 28(e). b. The Sub-Adviser is authorized to execute and enter into brokerage contracts, futures account agreements, derivatives agreements, risk disclosure and other agreements on behalf of the Fund with brokers, dealers, futures commission merchants, banks or other agents or counterparties (each, a “Broker”) and perform such functions as it considers reasonable, necessary or convenient in relation order to carry out the purposes of this Agreement. The Adviser represents and warrants that it understands that the Fund will be bound by the terms of agreements executed by the Sub-Adviser on the Fund’s behalf to the value same extent as if the Fund had executed such agreement directly. Under most such agreements, a Broker is generally granted a lien on, and a right to set off against, any of the brokerage and research services provided and shall make reasonable reports regarding such determination and description assets held in other accounts of the products Fund maintained by such Broker, if any, in order to satisfy any indebtedness arising out of the trading activity, and services obtained if so requested the Broker has the right to liquidate the Fund’s account in the event of a default. The Fund will remain liable for any amounts owed to a Broker including any debit balances, losses or other amounts due as a result of the Sub-Adviser trading on the Fund’s behalf, including commissions. c. The initial clearing and prime brokers selected by the Adviser and Sub-Adviser for the Allocated Portion shall be set forth on the Investment Guidelines (such brokers, together with any future brokers which the Adviser and Sub-Adviser mutually agree upon, the “Clearing Brokers”). d. The Sub-Adviser may establish accounts in the name of the Fund and place orders for the execution of transactions in accordance with the Investment Guidelines with or through any Broker that the Sub-Adviser may select in its own discretion and without notice to the Adviser or the Fund. The Manager and Such Brokers are authorized to act on instructions from the Sub-Adviser, including, but not limited to, instructions with respect to transferring money, securities or other property between accounts held by such Broker or elsewhere on behalf of the Fund authorize and empower to instruct the receipt or delivery of securities or property on behalf of the Fund. Brokers may rely on instructions from the Sub-Adviser until they have received written notice of the Adviser’s or the Fund’s revocation, provided, however, that such revocation shall not be effective with respect to open positions or outstanding orders submitted by the Sub-Adviser but not yet executed. e. All transactions authorized by this Agreement with respect to the Fund shall be carried out through the Custodian and/or Clearing Brokers, but the Sub-Adviser may place orders directly with any Brokers as the Sub-Adviser may select for execution of said transactions. The Adviser authorizes the Sub-Adviser to direct the Custodian to open and maintain executing brokerage accounts for securities securities, futures, swaps and other property (all such accounts hereinafter called “brokerage accounts”) for and in on behalf of the name Allocated Portion of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer or “give up” agreements with such broker Brokers or brokers other intermediaries and market participants as the Sub-Adviser shall in its discretion select as provided above. . f. The Sub-Adviser may, using such Allocated Portion assets shall be maintained in the custody of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriateCustodian. The Sub-Adviser shall cause all securities and other property purchased or sold for the Fund Allocated Portion to be settled at the place of business of the Custodian or Custodian, as the Custodian shall direct, or in their typical course. For example, for the avoidance of doubt, commodity futures and synthetic swaps may be settled at the place of business of the futures commission merchant or swap broker, in keeping with standard practice. All securities securities, commodity futures and other property of the Fund Allocated Portion shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and salessales directed by the Sub-Adviser. The Sub-Adviser further shall have the authority and power in its sole discretion to instruct the Custodian (i) to pay cash for securities and other property delivered to direct the Custodian to retain in cash without liability for interest or in short term cash equivalents having ready marketability such amounts forming a part of the Fund, Allocated Portion as the Sub-Adviser considers advisable and as are permitted by applicable law; (ii) direct the Custodian to deliver securities and buy, sell, exchange, convert or otherwise trade the balance of the Allocated Portion in common or preferred stocks, bonds, debentures, mortgages, notes, mutual fund shares, options, financial future contracts, forward currency contracts, swaps or other property against payment for the Fundsecurities, and including money market instruments; (iii) direct the Custodian to transfer assets sell or otherwise dispose of any investments that the Custodian has previously made and funds reinvest the proceeds thereof; (iv) direct the Custodian to exercise or abstain from exercising any options, privileges or rights held as part of the Allocated Portion; and (v) make such brokerage accounts purchases and sales, or direct the Custodian to make such purchases and sales, or to place orders for the execution of such securities transactions with or through such brokers, dealers or issuers for such purchases or sale of such securities or other property or part interests therein as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth hereindeem appropriate. The Sub-Adviser shall not have authority to cause the Custodian to deliver securities securities, commodity futures and other property, or pay cash to the Sub-Adviser or to any account that is not in the name of or for the benefit of, the Registered Fund or the CFC except as expressly provided herein. g. In no instance will the Allocated Portion be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter or any affiliated person of any of the Trust, Adviser, Sub-Adviser or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC, the 1940 Act and/or the Trust’s written policies and procedures. The Adviser agrees to identify to the Sub-Adviser in writing any brokers or dealers that are affiliated with the Adviser and all affiliated persons of any of the Trust, the Adviser and the Trust’s principal underwriter. h. The Sub-Adviser agrees to notify the Adviser, as soon as reasonably practicable, of trade errors made by the Sub-Adviser in connection with its management of the Allocated Portion in accordance with the Sub-Adviser's incident handling policies and procedures, a copy of which the Sub-Adviser has provided to the Adviser prior to the effective date of this Agreement, and to resolve such trade errors in accordance with such policies and procedures.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund Funds or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund Funds than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundFunds. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund Funds and to execute for the Fund Funds as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund Funds as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund Funds original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause all securities and other property purchased or sold for the Fund Funds 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 Funds shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the FundFunds, (ii) to deliver securities and other property against payment for the FundFunds, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser is authorized to select the brokers or dealers that Advisor will execute submit purchase and sale transactions for the FundPortfolio through the Advisor’s portfolio trade desk (the “Portfolio”) and to via agreed upon procedures). The Advisor will use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund Funds or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund Funds than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundFunds. The Manager and the Fund authorize and empower the Sub-Adviser to Advisor will direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund Funds and to execute for the Fund Funds as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund Funds as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund Funds original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause all securities and other property purchased or sold for the Fund Funds 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 Funds shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the FundFunds, (ii) to deliver securities and other property against payment for the FundFunds, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection Subject to the supervision and oversight of the Adviser and the Board of Trustees, the Sub-Adviser shall, with respect to the Portfolio, perform the day-to-day trading, rebalancing and cash management of the Portfolio, in accordance with the Funds’ respective investment objectives, policies and reinvestment of restrictions as stated in the Prospectus and subject to the following: Unless responsibility for placing orders with respect to transactions in securities or other assets of held or to be acquired by a Portfolio has been retained by the FundAdviser or delegated by the Adviser to another sub-adviser, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities investments for said Portfolio. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. 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 into consideration all factors the Sub-Adviser deems appropriate, including without limitation: the best net price available; the reliability, execution capability, 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 Notwithstanding the Sub-Adviser shall maintain records adequate Adviser’s primary consideration, the price to demonstrate compliance with a Fund in any transaction may be less favorable than that available from another broker-dealer if the requirements difference is reasonably justified by other aspects of this sectionthe portfolio execution services offered. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting select brokers who furnish brokerage and research services to the a Fund or to the Sub-Adviser, and who charge a higher commission rate to the a Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager In the event the Sub-Adviser places trades through a broker or dealer affiliated with the Adviser (as specified by the Adviser in writing in advance) or the Sub-Adviser, the Sub-Adviser agrees to provide prior notice to the Trust and to comply with the Funds’ affiliated brokerage procedures. In no instance, however, will Portfolio assets be purchased from or sold to the Adviser, Sub-Adviser, the Funds’ principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the Fund authorize 1940 Act. The Adviser authorizes and empower empowers the Sub-Adviser to open or direct the Custodian Funds’ custodian (the “Custodian”) to open and maintain brokerage accounts for securities securities, derivatives and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund Funds and to execute for the each Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser shall provide the Adviser and the Trust with copies of any documents executed on behalf of the Trust hereunder as soon as practicable after the execution of such documents. The Sub-Adviser may, using such of the securities and other property in the a Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the that Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause all securities securities, instruments and other property purchased or sold for the a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the CustodianCustodian except as otherwise authorized by the Board. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the FundFunds, (ii) to deliver securities and other property against payment for the FundFunds, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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. Nothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of any Fund. None of the Sub-Adviser or any of its affiliated persons may purchase securities or other instruments from or sell securities or other instruments to the Funds; provided, however, the Sub-Adviser may purchase securities or other instruments from or sell securities or other instruments to the Funds if such transaction is (i) permissible under the applicable law and the Fund’s procedures or in accordance with an exemptive order and (ii) approved in advance by the Adviser and, if required, the Board of Trustees. In the event of any such transaction, the transaction shall be reported to the Board on a quarterly basis. Nothing in this Agreement shall preclude the combination of orders for the sale or purchase of securities of the Portfolio with those for other accounts managed by the Sub-Adviser or its affiliates. When instructed by the Adviser to execute a purchase or sale of a security, the Sub-Adviser may aggregate such orders and shall allocate such purchases or sales on a pro-rata, rotating or other equitable basis so as to avoid any one account being systematically preferred over any other account.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the Fund, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s Allocated Portion's portfolio (the “"Portfolio”") and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take into consideration consideration, among other things as provided for in the Sub-Adviser’s Form ADV, 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. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this sectionparagraph. Subject Such records shall be made available to the policies Fund or Adviser upon request. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services provided (as the Board of Trustees of the Fund may determine and consistent with those terms are defined in Section 28(e) of the Securities Exchange Act Act). Consistent with the Sub-Adviser’s policies and procedures and Section 28(e) of 1934, as amendedthe Exchange Act, the Sub-Adviser shall have the right is authorized to follow pay to a policy of selecting brokers broker or dealer who furnish provides such brokerage and research services to a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or to dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine determines in good faith that such higher cost commission was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding by such determination and description broker or dealer -- viewed in terms of that particular transaction or in terms of the products and services obtained if so requested by overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust's principal underwriter) if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act. The Manager Adviser and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for trading in securities and other property investments (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund. In addition, in connection with establishing such brokerage accounts, the Adviser and the Fund authorize and empower the Sub-Adviser to execute for the Fund as its agent and attorney-in-fact standard reasonable and customary customer agreements and other documentation in connection therewith, such as International Swaps and Derivatives Association (ISDA) agreements and futures and options account agreements, with such broker or brokers brokers, dealers, and/or futures commission merchants as the Sub-Adviser shall select as provided above. The Subject to applicable law, including the custody requirements under the 1940 Act, the Sub-Adviser may, using such of the securities and other property in investments of the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers or to a collateral account established with the Custodian as the Sub-Adviser deems desirable or appropriateappropriate and as is required by applicable law. The Sub-Adviser shall cause 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 permitted by applicable law. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In connection with (i) To the investment and reinvestment of the assets of the Fund, the extent that Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution uses counterparties with respect to all such purchases the Sub- Advised Portion for brokerage, futures and sales of portfolio securities for said Portfolio. The Sub-Adviser may take into consideration the best net price available; the reliabilityoptions clearing and ISDA purposes, 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 Sub-Adviser shall maintain records adequate use such counterparties under agreements set up by, and in the name of, the Trust or the Fund. Sub-Adviser shall not establish any brokerage, futures and options clearing or ISDA arrangements for the Sub-Advised Portion without the prior express written consent of K2. (ii) Sub-Adviser shall place orders for the execution of portfolio transactions for the Sub-Advised Portion with broker-dealers selected by Sub-Adviser. In selecting broker-dealers and the placement of orders for the purchase and sale of investments for the Sub-Advised Portion, the Sub- Adviser shall seek to demonstrate compliance with the requirements of this sectionobtain best execution. Subject to the policies as the Board of Trustees of the Fund may determine and consistent It is understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, the 1934 that Sub-Adviser shall may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The transaction if Sub-Adviser shall determine determines in good faith that such higher cost the amount of commission charged was reasonable in relation to the value of the brokerage and and/or research services (as defined in Section 28(e)) provided and shall make reasonable reports regarding by such determination and description broker, viewed in terms either of the products and services obtained if so requested by Fund or Sub-Adviser’s overall responsibilities to Sub-Adviser’s discretionary accounts. (iii) On occasions when the Fund. The Manager and Sub-Adviser deems the purchase or sale of an asset to be in the best interest of the Fund authorize and empower as well as other clients of the Sub-Adviser, the Sub-Adviser to direct the Custodian to open extent permitted by applicable laws and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name regulations, may, but shall be under no obligation to, aggregate orders of the Fund and to execute such other clients for the Fund purchase or sale of such asset to attempt to obtain a more favorable price or lower brokerage commissions. Allocation of the securities so purchased or sold, as its agent well as the expenses incurred in the transaction, will be made by the Sub-Adviser in a manner that the Sub-Adviser considers to be fair and attorney-in-fact standard customer agreements with such broker or brokers as equitable. (iv) For the avoidance of doubt, the Sub-Adviser shall select as provided above. The Sub-Adviser maynot be responsible for managing collateral and margin requirements associated with investments made with respect to the Sub- Advised Portion, using such of the securities and other property in the Fund as provided, however, that the Sub-Adviser deems necessary or desirable, direct shall provide reasonable assistance to the Custodian to deposit for extent reasonably required by the Fund original and maintenance brokerage and/or K2 in connection with managing collateral and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent requirements associated with the powers, authorities and limitations set forth herein. The Sub-Adviser shall not have authority to cause the Custodian to deliver securities and other property, or pay cash investments made with respect to the Sub-Adviser except as expressly provided hereinAdvised Portion.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the Fund, the Sub-Adviser is authorized to select the brokers or dealers or third party service providers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the brokerage firm and the brokerage firm’s risk and skill in positioning blocks of securities. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundAllocated Portion, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Allocated Portion of the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said PortfolioPortfolio in accordance with the Sub-Adviser’s best execution policy and procedure. The Sub-Adviser may take 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 Allocated Portion on a continuing basis. The Sub-Adviser will not take into consideration the sale of shares in the Fund by such broker-dealers. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Trust’s Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund Allocated Portion or to the Sub-Adviser, and who charge a higher commission rate to the Fund Allocated Portion than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundTrust. The Manager and the Fund authorize and empower Adviser authorizes the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Allocated Portion of the Fund and to execute for the Fund Allocated Portion as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund Allocated Portion as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Allocated Portion of the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause all securities and other property purchased or sold for the Fund Allocated Portion 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 Allocated Portion shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as reasonably practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the FundAllocated Portion, (ii) to deliver securities and other property against payment for the FundAllocated Portion, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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. In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Fund or with the sub-adviser to a portfolio that is under common control with the Fund concerning transactions for the Fund in securities or other assets. In no instance will the Allocated Portion be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter or any affiliated person of any of the Trust, Adviser, Sub-Adviser or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC, the 1940 Act and/or the Trust’s written policies and procedures. The Adviser agrees to identify to the Sub-Adviser in writing any broker-dealers that are affiliated with the Adviser and all affiliated persons of any of the Trust, the Adviser, any other sub-advisor to the Fund (to the extent the Adviser has such information) and the Trust’s principal underwriter.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Advisor, and the Fund authorize and empower not the Sub-Adviser Advisor, has the authority to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further Advisor shall not have the any authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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 hereinin any manner.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the Fund, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution (taking into account all factors relevant to said execution under then applicable market conditions) with respect to all such purchases and sales of portfolio securities for said Portfolio. The In that regard, the Sub-Adviser may take 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 Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Adviser and the Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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 Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. 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 into consideration all factors the Sub-Adviser deems appropriate, including without limitation: 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 Notwithstanding the Sub-Adviser shall maintain records adequate Adviser’s primary consideration, the price to demonstrate compliance with the requirements 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 this sectionthe portfolio execution services offered. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting select brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager and In the event the Sub-Adviser places trades through a broker or dealer affiliated with the Adviser (as specified by the Adviser in writing in advance) or the Sub-Adviser, the Sub-Adviser agrees to provide notice to the Fund authorize and empower to comply with the Fund’s affiliated brokerage procedures. The Adviser authorizes and empowers the Sub-Adviser to open or direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser shall provide the Adviser and the Trust with copies of any documents executed on behalf of the Trust hereunder as soon as practicable after the execution of such documents. The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the that Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause all securities securities, instruments 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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. None of the Sub-Adviser or any of its affiliated persons may purchase securities or other instruments from or sell securities or other instruments to the Fund; provided, however, the Sub-Adviser may purchase securities or other instruments from or sell securities or other instruments to the Fund if such transaction is (i) permissible under the applicable law and the Fund’s procedures or in accordance with an exemptive order and (ii) approved in advance by the Adviser and, if required, the Board of Trustees. In the event of any such transaction, the transaction shall be reported to the Board on a quarterly basis.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to negotiate and execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor 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 hereinAdvisor.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the will seek best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said the Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundAdvisor or the Board of Trustees. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause all securities and other property purchased or sold for with respect to the Fund Portfolio 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and salessettlements. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fundaccount of the Portfolio, (ii) to deliver securities and other property against payment for the Fundaccount of the Portfolio, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the a Fund, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) such Fund and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfoliosuch Fund. The Sub-Adviser may take 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 such Fund on a continuing basis. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this sectionSection 4. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the a Fund or to the Sub-Adviser, Adviser and who charge a higher commission rate to the Fund than may that which result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Adviser and the each Fund authorize and empower the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the a Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian Custodian, with respect to a Fund, (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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.

Portfolio Transactions. In (a) Subject to any limitations communicated by the Advisor to the Sub-Advisor, in connection with the investment and reinvestment of the assets of the FundSub-Advisor Account, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Sub-Advisor Account and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said PortfolioSub-Advisor Account. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. . (b) The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. ; provided that: (i) the Sub-Advisor does not contravene the Investment Guidelines or Prospectus; (ii) the Sub-Advisor does not violate the 1940 Act or applicable law; (iii) should the Sub-Advisor aggregate transactions of the Sub-Advisor with other client accounts managed by the Sub-Advisor, any liability or amounts due from other client accounts will not be attributable or chargeable to the Sub-Advisor Account and (iv) the Sub-Advisor shall reasonably determine that the terms of any such document or contract are not more disadvantageous to the Fund than terms prevailing in the market and that the interests of the Fund are adequately protected. (c) The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. . (d) The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein. (e) Unless specifically permitted by the 1940 Act (and the rules thereunder) and procedures adopted by the Trust, on behalf of the Fund, the Sub-Advisor agrees that it will not execute any portfolio transactions for the Sub-Advisor Account with a broker or dealer which is (i) an affiliated person of the Fund, the Trust, the Sub-Advisor or the Advisor; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person listed in clause (i) or principal underwriter listed in clause (ii). The Sub-Advisor agrees that it will provide the Advisor with a written list of brokers and dealers that are affiliates of the Sub-Advisor and will, from time to time, update such list as necessary. (f) If the Sub-Advisor’s instructions to the Custodian directly cause an overdraft of the Sub-Advisor Account, the Sub-Advisor shall bear the expenses of any resulting Custodian overdraft fee to the extent directly caused by the Sub-Advisor.

Portfolio Transactions. In (a) Subject to any limitations communicated by the Adviser to the Sub-Adviser, in connection with the investment and reinvestment of the assets of the FundSub-Adviser Account, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Sub-Adviser Account and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 basisAccount. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-Adviser, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. . (b) The Manager Adviser authorizes and the Fund authorize and empower empowers the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. ; provided that: (i) the Sub-Adviser does not contravene the Investment Guidelines or Prospectus; (ii) the Sub-Adviser does not violate the 1940 Act or applicable law; (iii) should the Sub-Adviser aggregate transactions of the Sub-Adviser with other client accounts managed by the Sub-Adviser, any liability or amounts due from other client accounts will not be attributable or chargeable to the Sub-Adviser Account and (iv) the Sub-Adviser shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected. (c) The Sub-Adviser may, using such of the securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause 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. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. . (d) The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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. (e) Unless specifically permitted by the 1940 Act (and the rules thereunder) and procedures adopted by the Trust, on behalf of the Fund, the Sub-Adviser agrees that it will not execute any portfolio transactions for the Sub-Adviser Account with a broker or dealer which is (i) an affiliated person of the Fund, the Trust, the Sub-Adviser or the Adviser; (ii) a principal underwriter of the Fund’s shares; and (iii) an affiliated person of such an affiliated person or principal underwriter. The Sub-Adviser agrees that it will provide the Adviser with a written list of brokers and dealers that are affiliates of the Sub-Adviser and will, from time to time, update such list as necessary. (f) If the Sub-Adviser’s instructions to the Custodian cause an overdraft of the Sub-Adviser Account, the Sub-Adviser shall bear the expenses of any resulting Custodian overdraft fee.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundPortfolio, the Sub-Adviser Sub‑Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The In making such assessment, the Sub-Adviser Advisor may take into consideration account such factors as the best net price available; the reliabilitySub-Advisor deems appropriate, integrity and financial condition including without limitation one or more of the following: the experience and skill of the securities traders employed by a broker or dealer, the broker-’s or dealer; ’s financial responsibility and administrative efficiency, the size of and difficulty in executing the order; , the nature of the market for the security, the timing of the transaction and the value difficulty of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basisexecution. The Sub-Adviser Sub‑Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Sub‑Advisor shall have the right to follow a policy of selecting select brokers who furnish brokerage and research services to the Fund Funds or to the Sub-AdviserSub‑Advisor, and who charge a higher commission rate to the Fund Funds than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Sub‑Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundFunds. The Manager and In the Fund authorize and empower event the Sub‑Advisor places trades through a broker or dealer affiliated with the Advisor (as specified by the Advisor to the Sub-Adviser Advisor in writing) or the Sub‑Advisor, the Sub‑Advisor agrees to provide notice to the Funds and to comply with the Funds’ affiliated brokerage procedures. The Advisor authorizes and empowers the Sub‑Advisor to open or direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund Funds and to execute for the Fund Funds as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Sub‑Advisor shall select as provided above. The Sub-Adviser Sub‑Advisor shall provide the Advisor and the Trust with copies of any documents executed on behalf of the Trust hereunder promptly after the execution of such documents. The Sub‑Advisor may, using such of the securities and other property in the Fund Funds as the Sub-Adviser Sub‑Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund Funds original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Sub‑Advisor deems desirable or appropriate. The Sub-Adviser Sub‑Advisor shall cause all securities and other property purchased or sold for the Fund Funds 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 Funds shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser Sub‑Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser Sub‑Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the FundFunds, (ii) to deliver securities and other property against payment for the FundFunds, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Sub‑Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Sub‑Advisor shall not have authority to cause the Custodian to deliver securities and other property, property or pay cash to the Sub-Adviser Sub‑Advisor except as expressly provided herein. The Sub‑Advisor and any of its affiliated persons will not purchase securities or other instruments from or sell securities or other instruments to the Funds; provided, however, the Sub‑Advisor may purchase securities or other instruments from or sell securities or other instruments to the Funds if such transaction is (i) permissible under the applicable law and the Funds’ procedures or in accordance with an exemptive order and (ii) approved in advance by the Advisor. In the event of any such transaction, the transaction shall be reported to the Board on a quarterly basis.

Portfolio Transactions. In (a) Subject to any limitations communicated by the Advisor to the Sub-Advisor, in connection with the investment and reinvestment of the assets of the FundSub-Advisor Account, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Sub-Advisor Account and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said PortfolioSub-Advisor Account. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. . (b) The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact agent, standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. ; provided that: (i) the Sub-Advisor does not contravene the Investment Guidelines or Prospectus; (ii) the Sub-Advisor does not violate the 1940 Act or applicable law; (iii) should the Sub-Advisor aggregate transactions of the Sub-Advisor with other client accounts managed by the Sub-Advisor, any liability or amounts due from other client accounts will not be attributable or chargeable to the Sub-Advisor Account and (iv) the Sub-Advisor shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected. (c) The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect affect such purchases and sales. . (d) The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein. (e) Unless specifically permitted by the 1940 Act (and the rules thereunder) and procedures adopted by the Trust, on behalf of the Fund, the Sub-Advisor agrees that it will not execute any portfolio transactions for the Sub-Advisor Account with a broker or dealer which is (i) an affiliated person of the Fund, the Trust, the Sub-Advisor or the Advisor; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Sub-Advisor agrees that it will provide the Advisor with a written list of brokers and dealers that are affiliates of the Sub-Advisor and will, from time to time, update such list as necessary, and the Advisor agrees that it will provide the Sub-Advisor with a written list of brokers and dealers that are affiliates of the Advisor or the Trust and will, from time to time, update such list as necessary. (f) If the Sub-Advisor’s instructions to the Custodian cause an overdraft of the Sub-Advisor Account, the Sub-Advisor shall bear the expenses of any resulting Custodian overdraft fee.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the FundAllocated Portion, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Allocated Portion of the Fund’s portfolio (the “Portfolio”) and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Allocated Portion on a continuing basis. The Sub-Adviser will not take into consideration the sale of shares in the Fund by such broker-dealers. The Sub-Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Trust’s Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund Allocated Portion or to the Sub-Adviser, and who charge a higher commission rate to the Fund Allocated Portion than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the FundTrust. The Manager and the Fund authorize and empower Adviser authorizes the Sub-Adviser to direct the Custodian to open and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Allocated Portion of the Fund and to execute for the Fund Allocated Portion as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser shall select as provided above. The Sub-Adviser may, using such of the securities and other property in the Fund Allocated Portion as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit for the Allocated Portion of the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser deems desirable or appropriate. The Sub-Adviser shall cause all securities and other property purchased or sold for the Fund Allocated Portion 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 Allocated Portion shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the FundAllocated Portion, (ii) to deliver securities and other property against payment for the FundAllocated Portion, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Sub- Adviser may designate, all consistent with the powers, authorities and limitations set forth herein. 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. In no instance will the Allocated Portion be purchased from or sold to the Adviser, Sub-Adviser, the Trust’s principal underwriter or any affiliated person of any of the Trust, Adviser, Sub-Adviser or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC, the 1940 Act and/or the Trust’s written policies and procedures. The Adviser agrees to identify to the Sub-Adviser in writing any broker-dealers that are affiliated with the Adviser and all affiliated persons of any of the Trust, the Adviser and the Trust’s principal underwriter.

Portfolio Transactions. In connection with the investment and reinvestment of the assets of the Fund, the Sub-Adviser Advisor is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s portfolio (the “Portfolio”) Portfolio and to use all reasonable efforts to obtain the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-Adviser may take 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 Sub-Adviser Advisor shall maintain records adequate to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Advisor shall have the right to follow a policy of selecting brokers who furnish brokerage and research services to the Fund or to the Sub-AdviserAdvisor, and who charge a higher commission rate to the Fund than may result when allocating brokerage solely on the basis of seeking the most favorable price and execution. The Sub-Adviser Advisor shall determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Fund. The Manager Advisor authorizes and the Fund authorize and empower empowers the Sub-Adviser Advisor to direct the Custodian to open and maintain brokerage accounts for securities and other property property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard customer agreements with such broker or brokers as the Sub-Adviser Advisor shall select as provided above. The Sub-Adviser Advisor may, using such of the securities and other property in the Fund as the Sub-Adviser Advisor deems necessary or desirable, direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to such brokers as the Sub-Adviser Advisor deems desirable or appropriate. The Sub-Adviser Advisor shall cause 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. The Sub-Adviser Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such purchases and sales. The Sub-Adviser Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the Fund, (ii) to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Adviser Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser Advisor except as expressly provided herein.