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 Adviser shall place all orders for 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 Portfoliothe Portfolios with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Sub-Adviser may take into consideration the shall use its 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 efforts to seek to execute portfolio transactions at prices which are advantageous 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 Portfolios and at commission rates which are reasonable in relation to the policies benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide 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, ) to the Sub-Portfolios and/or the other accounts over which the Adviser shall have the right or its affiliates exercise investment discretion. The Adviser is authorized to follow pay 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 determines in good faith that such higher cost was amount of commission is 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 dealer. This determination may be viewed in terms of either that particular transaction or the Sub-overall responsibilities which the Adviser shall select as provided aboveand its affiliates have with respect to the Portfolios and/or other accounts over which they exercise investment discretion. The Sub-Adviser maywill promptly communicate to the Trust, using and any agent designated by the Trust such information relating to portfolio transactions as they may reasonably request. It is understood that the Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or be in breach of any obligation owing to the Trust under this Agreement, or otherwise, by reason of its having directed a securities transaction on behalf of the securities and other property Trust to a broker-dealer in compliance with 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 provisions 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 Section 28(e) of the Custodian Securities Exchange Act of 1934 or as described from time to time by the Custodian shall direct. All securities Portfolios' Prospectuses and other property Statement 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 hereinAdditional Information.

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 most favorable execution efficient execution. Consistent with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-this policy, the Adviser may take into consideration consider the best net price available; the reliabilityfinancial responsibility, integrity research and financial condition 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 broker-dealer; Adviser may be a party. It is understood that neither the size of and difficulty in executing Fund nor the order; and the value Adviser has adopted a formula for allocation of the expected contribution of the broker-dealer to the Fund's investment performance of transaction business. It is also understood that it is desirable for the Fund on a continuing basis. The Sub-that the Adviser shall maintain records adequate have access to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine supplemental investment 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 market research and security and economic analysis provided by brokers who furnish may execute brokerage and research services to the Fund or to the Sub-Adviser, and who charge 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. The Sub-Therefore, the Adviser shall determine in good faith that is authorized to place orders for the purchase and sale of securities for the Fund with such higher cost was reasonable in relation brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the value 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 well as other clients, the 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 research services provided and shall make reasonable reports regarding efficient execution. In such determination and description event, allocation of the products and services obtained if securities so requested purchased or sold, as well as the 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 aboveother clients. 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 hereinSECTION 3.

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 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 most favorable execution efficient execution. Consistent with respect to all such purchases and sales of portfolio securities for said Portfolio. The Sub-this policy, the Adviser may take into consideration consider the best net price available; the reliabilityfinancial responsibility, integrity research and financial condition 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 broker-dealer; Adviser may be a party. It is understood that neither the size of and difficulty in executing Fund nor the order; and the value Adviser has adopted a formula for allocation of the expected contribution of the broker-dealer to the Fund’s investment performance of transaction business. It is also understood that it is desirable for the Fund on a continuing basis. The Sub-that the Adviser shall maintain records adequate have access to demonstrate compliance with the requirements of this section. Subject to the policies as the Board of Trustees of the Fund may determine supplemental investment 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 market research and security and economic analysis provided by brokers who furnish may execute brokerage and research services to the Fund or to the Sub-Adviser, and who charge 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. The Sub-Therefore, the Adviser shall determine in good faith that is authorized to place orders for the purchase and sale of securities for the Fund with such higher cost was reasonable in relation brokers, subject to review by the Trust’s Board of Trustees from time to time with respect to the value 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 well as other clients, the 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 research services provided and shall make reasonable reports regarding efficient execution. In such determination and description event, allocation of the products and services obtained if securities so requested purchased or sold, as well as the 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. 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 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 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 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 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. 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. 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 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 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 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 disclosed in the Subadviser’s Form ADV Part 2A. The Subadviser will advise the Fund. The Manager ’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 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 Any restrictions communicated to the Custodian for the Fund, (ii) Subadviser pursuant to deliver securities and other property against payment for the Fund, and (iii) to transfer assets and funds to such brokerage accounts this paragraph shall be effective 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 hereinSubadviser only upon the Subadviser’s confirmed receipt.

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 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. 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 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 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. 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 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 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 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 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 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 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 adviser 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 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 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 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 adviser shall select as provided above. The Subject to applicable law, including the custody requirements under the 1940 Act, the Sub-Adviser adviser may, using such of the securities and other property in investments of the Fund as the Sub-Adviser 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 adviser deems desirable or appropriateappropriate and as is required by applicable law. The Sub-Adviser 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. For the avoidance of doubt, the Sub-adviser shall not take or receive physical possession of any cash, securities or other property of the Fund. The Sub-Adviser 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 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 adviser may designate, all consistent with the powers, authorities and limitations set forth herein. The Sub-Adviser adviser shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Adviser 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.

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 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 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 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 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 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 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 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 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 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 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 FundAllocated Portion, 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 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 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-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 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, 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 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 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 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 Fund, the Sub-Adviser is authorized to select the brokers or dealers that will execute purchase and sale transactions for the Fund’s '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-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 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 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 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. direct All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser SubAdviser 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 (iiiin) to transfer assets and funds to such brokerage accounts as the Sub-Adviser may (iii) 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 Investment decisions for each Fund shall be made by the Sub-Adviser independently from those for any other Fund and any other investment companies and reinvestment accounts advised or managed by the Sub-Adviser. One or more of the assets Funds and such investment companies and accounts may, however, invest in the same securities. When a purchase or sale of the same security is made at substantially the same time on behalf of a Fund and one or more other Funds, investment companies or accounts, 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 each such other Fund, investment company or account. The Trust acknowledges that in some instances, this investment procedure may adversely affect the price paid or received by a Fund or the size of the position obtained or sold by a 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 any Fund with those to use all reasonable efforts be sold or purchased for one or more other Funds, 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 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 basisexecution. 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 Funds’ policies and restrictions regarding brokerage allocations. The Sub-Adviser shall place orders pursuant to its investment determination for the Funds 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 on 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 one or more of the Funds 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 any 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 the products and services obtained if so requested by the Fund. The Manager and the Fund authorize and empower either that particular transaction or the Sub-Adviser Adviser’s overall responsibilities to direct the Custodian Funds. In no instance will portfolio securities be purchased from or sold 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 Adviser, or the Funds’ principal underwriter, or any affiliated person thereof except as provided abovepermitted by the Securities and Exchange Commission. 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 consult with the Custodian to deliver securities and other propertyAdviser, or pay cash any other sub-advisor to any of the Funds or any other series of the Trust, concerning transactions for any Fund or any other series of the Trust in securities or other assets, except as permitted by the1940 Act and the rules of the Securities and Exchange Commission adopted pursuant to the Sub-Adviser except as expressly provided herein1940 Act.

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 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 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 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”) 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 Portfoliothe 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 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 adopt 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 and similar services to the 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 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. 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 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 account of the Fund, (ii) to deliver securities and other property against payment for the account of 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 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. 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 in good faith that such higher cost was reasonable in relation to the value of the does not currently pay for research and brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested using brokerage commissions generated by the Fundexecution of trades for any advisory client’s account (such arrangements, “Soft Dollar Arrangements”). The Manager and To the Fund authorize and empower extent that 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 does use Soft Dollars Arrangements 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 future, the Sub-Adviser shall select as provided above. The Sub-Adviser may, using expects that such of use will fall within 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 hereinsafe harbor afforded by Section 28(e).

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 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 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, 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 Trust 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 is authorized Advisor shall have full and complete discretion to select the brokers brokers, dealers and other intermediaries or dealers counterparties that will execute purchase and sale transactions for the FundPortfolio in accordance with the Sub-Advisor’s portfolio Policies and Procedures on Order Execution, as may be amended from time to time (the “Portfolio”a copy of which is available upon request) and to use all reasonable efforts to obtain the seek 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 establish 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 Fund, as its agent and attorney-in-fact standard customer agent, agreements with such broker brokers, dealers and other intermediaries or brokers counterparties (referred to herein as “brokers”) 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 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 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 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 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.

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 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 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 connection with the management of the investment and reinvestment of the assets of the each 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 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 each 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 a Fund at the same time it is selling such securities for another client account and shall make reasonable reports regarding may sell securities for a 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 a Fund and services obtained such other account if it deems this to be advantageous. The Subadviser also may cause a 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 a 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 subject Fund and to such clients. The Manager Subadviser will advise a 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 any Fund as its agent and/or brokers and attorney-in-fact standard customer agreements dealers through which portfolio transaction on behalf of the Funds may not be effected, including, without limitation, brokers or dealers affiliated with the Adviser. The Subadviser shall refrain from purchasing such securities for a Fund 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 until the written approval of the Adviser to do so is obtained, but the Subadviser shall not be liable to the Fund for so acting. In addition, the Subadviser agrees that it shall not direct portfolio transactions for a Fund through any broker or dealer that is an “affiliated person” of the Subadviser (as that term is defined in the Fund as 1940 Act or interpreted under applicable rules and regulations of the Sub-SEC) without the prior written approval of the Adviser deems necessary or desirable, and in no event shall the Subadviser direct the Custodian to deposit for the Fund original and maintenance brokerage and margin deposits and otherwise direct payments portfolio transactions on behalf 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 any broker/dealer in recognition of business sales of shares of any investment company or receipt of research or other service without prior written approval of the Custodian or as Adviser. The Adviser agrees that it will provide the Custodian shall direct. All securities Subadviser with a list of brokers and other property dealers that are “affiliated persons” 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 hereinFunds.

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 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 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 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 Fund, 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 Subadviser 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 and is directed to use its best efforts to obtain 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 Subject to policies established by the Trustees of the Trust, Subadviser may also be authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if Subadviser determines in good faith that such higher cost was amount of commission is 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 dealer, viewed in terms of either that particular transaction or Subadviser's overall responsibilities with respect to a Portfolio, other portfolios of the Sub-Adviser shall select as provided aboveTrust and other clients of Subadviser. The Sub-execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise. Subadviser will promptly communicate to Adviser may, using such and to the officers and the Trustees of the securities Trust such information relating to portfolio transactions as they may reasonably request. To the extent permitted by the Portfolios' current prospectus and other property in the Fund as the Sub-statement of additional information, Subadviser is hereby directed and authorized by 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 negotiate, enter into and execute trading and other property delivered agreements on the Trust's behalf with third parties such as counterparties, clearing houses, clearing members, trading venues and such other intermediaries (including the Trust's custodian) (each, a "Market Participant'') as Subadviser deems appropriate including, but not limited to, ISDA Agreements, as supplemented by any schedule, credit support annex (or pledge agreement), and/or confirmations thereto, listed options agreements, as supplemented by any addendum hereto related to exchange-traded derivative transactions agreements, repurchase agreement facilities, master forward securities transaction agreements, standard industry protocol arrangements (including those published by ISDA) and any such other agreements or arrangements as may be necessary or desirable to effect the Custodian for investments and transactions contemplated by the Fund, Portfolios' investment guidelines and (ii) effect transactions in derivatives with such counterparties, in such a manner and on such trading venues as Subadviser considers appropriate. Where applicable, all such transactions shall be effected in accordance with the rules and regulations (if any) of the relevant trading venue and Subadviser may take all such steps as Subadviser considers reasonable or as may be required or permitted by such rules and regulations and/or by appropriate market practice. Upon the reasonable request of Adviser, Subadviser will provide copies of any such agreements or other documents to deliver securities Adviser. Subadviser also is authorized on a continuing basis to maintain at Markit Group Limited (or such other intermediaries as it deems reasonable) for delivery to relevant Market Participants, information (including confidential information) relating to the Portfolios and all such constituent and other property against payment for documentation as may be required by such Market Participants in connection with Subadviser's use of derivatives and/or in order to effect, clear or otherwise manage transactions in derivatives on behalf of 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 hereinPortfolios.

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 Certifications relating to 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 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. 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. 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. 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. If the Sub-Advisor’s instructions to the Custodian cause an overdraft of the Portfolio, 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 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 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 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 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 respect to the securities and other investments to be purchased or sold for the Allocated Assets, the Subadviser shall place orders with or through such persons, brokers, dealers or futures commission merchants (including, but not limited to, broker-dealers which are affiliated with the investment Adviser) selected by the Subadviser, provided, however, that such orders shall (A) be consistent with the brokerage policy set forth in the Prospectus and reinvestment Statement of Additional Information applicable to the assets Series, or approved by the Trust’s Board of Trustees, (B) conform with federal securities laws, and (C) be consistent with seeking to secure the Fundmost favorable price and efficient execution. Within the framework of this policy, the Sub-Adviser is authorized to select Subadviser may consider the brokers or dealers that will execute purchase research, investment information 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 reliabilityother services provided by, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of financial responsibility of, brokers, dealers or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which the expected contribution of the broker-dealer to the investment performance of the Fund on Subadviser's other clients may be 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 party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, . To 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-Adviserextent permitted by law, and who charge consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a higher commission rate to the Fund than may result when allocating brokerage solely on the basis broker-dealer a commission, spread or markup in excess of seeking the most favorable price and execution. The Subthat which another broker-Adviser shall determine dealer might have charged for executing a transaction provided that Subadviser determines, in good faith faith, that such higher cost was the execution is appropriate or the commission, spread or markup is reasonable in relation to the value of the brokerage and and/or research services provided provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Series and other clients for which it acts as subadviser. Subject to the foregoing requirements, including seeking to secure the most favorable price and efficient execution, the Adviser shall make reasonable reports regarding such determination have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Adviser and description the Subadviser, shall be executed by brokers and dealers that provide brokerage or research services to the Adviser, or as to which an on-going relationship will be of value to the Series in the management of their assets, which services and relationship may, but need not, be of direct benefit to the Series. On occasions when the Subadviser deems the purchase or sale of a security or futures contract to be in the best interest 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 Allocated Assets as well as other property (all such accounts hereinafter called “brokerage accounts”) for and in the name clients of the Fund Subadviser, the Subadviser, to the extent permitted by applicable laws 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 regulations, may, using but shall be under no obligation to, aggregate the securities or futures contracts to be 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 and other property or futures contracts so purchased or sold, as well as the expenses incurred in the Fund as transaction, will be made by the Sub-Adviser deems necessary or desirable, direct Subadviser in the Custodian manner the Subadviser considers to deposit for be the Fund original most equitable and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts consistent with its fiduciary obligations to the Trust 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. 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 connection with the investment and reinvestment of the assets of the FundSubject Portfolio, the Sub-Adviser Manager 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 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 of the Fund on a continuing basis. The Sub-Adviser Manager shall maintain records adequate to demonstrate compliance with the requirements of this sectionrequirement. Subject to this primary requirement and maintaining as its first consideration to the policies as Subject Portfolio and its shareholders, the Sub-Manager 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 who furnish brokerage and research services to the Fund Subject Portfolio or to the Sub-Adviser, Sub Manager 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 Manager 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 Fundprovided. The Manager and the Fund authorize and empower fees payable to 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 Manager by JHMLICO hereunder shall be reduced by any tender offer solicitation fees or brokers as similar payments received by the Sub-Adviser shall select as provided aboveManager, in connection with the tender of investments of any Portfolio (less direct expenses incurred by the Sub-Manager in connection with obtaining such fees or payments). The Sub-Adviser may, using such Manager shall use its best efforts to recapture all available tender offer solicitation fees and similar payments in connection with tenders of the securities and other property in the Fund as of any Portfolio, provided that neither the Sub-Adviser deems necessary or desirable, direct the Custodian Manager nor any of its affiliates shall be required to deposit register as a broker-dealer 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 appropriatethis purpose. The Sub-Adviser Manager shall cause all securities advise JHMLICO and other property purchased the Series' Board of Trustees of any fees or sold payments of whatever type which it may be possible for the Fund it or IIA or an affiliate of it 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 Subject Portfolio.

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 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 Investment decisions for the Funds 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 Funds 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 FundFunds 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 Funds and such other investment company or account. The Funds acknowledge that in some instances, this investment procedure may adversely affect the price paid or received by the Funds or the size of the position obtained or sold by the Funds. 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 Funds with those to use all reasonable efforts be sold or purchased for other investment companies or accounts in order to obtain best execution. In such event, allocation of the best available price and most favorable execution with respect to all such purchases and sales of portfolio securities for said Portfolio. The so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser may take into consideration in the best net price available; manner the reliability, integrity Sub-Adviser determines to be equitable and financial condition of the broker-dealer; the size of consistent with its and difficulty in executing the order; and the value of the expected contribution of the broker-dealer its affiliates' fiduciary obligations to the investment performance of the Fund on a continuing basisand to such other parties. 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 Funds' policies and restrictions, as articulated in the Fund Documents, regarding brokerage allocations. The Sub-Adviser shall place orders pursuant to its investment determination for the Funds 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 on a continuing basis. ================================================================================ Subadvisory Agreement among Atlas Advisers, Inc., Atlas Funds and BlackRock Investment Management, LLC Dated February 23, 2007 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 Funds 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 Funds 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 the products and services obtained if so requested by the Fund. The Manager and the Fund authorize and empower either that particular transaction or the Sub-Adviser Adviser's overall responsibilities to direct the Custodian Funds. In no instance will portfolio securities be purchased from or sold 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 Adviser, or the Funds' principal underwriter, or any affiliated person thereof except as provided abovepermitted by the 1940 Act or the rules of the Securities and Exchange Commission thereunder. The In accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the 1940 Act and Rule 17e-1 promulgated thereunder, the Sub-Adviser may, using such subject to the approval of the Trust's Board of Trustees, engage its affiliates, the Adviser and its affiliates or any other sub-adviser to the Funds and its respective affiliates, as broker-dealers or futures commission merchants to effect Fund transactions in securities and other property in the Fund as the Sub-Adviser deems necessary or desirable, direct the Custodian to deposit investments 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 hereinFunds.

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 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 to direct the Custodian to open Advisor shall be relieved of its duties and maintain brokerage accounts for securities and other property (all such accounts hereinafter called “brokerage accounts”) for and obligations under this paragraph 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 relation 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 hereintransaction.

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 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 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 each 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 a Fund 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 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-Adviser to its discretionary clients, including the Funds. In addition, the Sub-Adviser 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 Adviser, Sub-Adviser or the Trust’s principal underwriter) if so requested 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 a 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 FundSEC and the 1940 Act. The Manager Adviser and the each Fund authorize authorizes and empower empowers 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 each Fund authorizes and empowers 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, in accordance with its best execution policies and procedures and otherwise consistent with the Advisers Act and 1940 Act, as applicable. The Sub-Adviser may will not take into consideration the best net price available; sale of shares in the reliability, integrity and financial condition of the Fund by such 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 basisdealers. 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, but not limited to, financial and commodity futures and commodities and options thereon (all such accounts hereinafter herein after called “brokerage accounts”) for and in the name of the Fund and to execute for the Fund as its agent and attorney-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 Sub- 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 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 connection With respect to the securities and other investments to be purchased or sold for the Series, the Subadviser shall place orders with or through such persons, brokers, dealers or futures commission merchants (including, but not limited to, broker-dealers which are affiliated with the investment Adviser) selected by the Subadviser, provided, however, that such orders shall (A) be consistent with the brokerage policy set forth in the Prospectus and reinvestment Statement of Additional Information applicable to the assets Series, or approved by the Trust’s Board of Trustees, (B) conform with federal securities laws, and (C) be consistent with seeking to secure the Fundmost favorable price and efficient execution. Within the framework of this policy, the Sub-Adviser is authorized to select Subadviser may consider the brokers or dealers that will execute purchase research, investment information 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 reliabilityother services provided by, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of financial responsibility of, brokers, dealers or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which the expected contribution of the broker-dealer to the investment performance of the Fund on Subadviser's other clients may be 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 party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, . To 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-Adviserextent permitted by law, and who charge consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a higher commission rate to the Fund than may result when allocating brokerage solely on the basis broker-dealer a commission, spread or markup in excess of seeking the most favorable price and execution. The Subthat which another broker-Adviser shall determine dealer might have charged for executing a transaction provided that Subadviser determines, in good faith faith, that such higher cost was the execution is appropriate or the commission, spread or markup is reasonable in relation to the value of the brokerage and and/or research services provided provided, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to the Series and shall make reasonable reports regarding such determination and description other clients for which it acts as subadviser. On occasions when the Subadviser deems the purchase or sale of a security or futures contract to be in the best interest 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 Series as well as other property (all such accounts hereinafter called “brokerage accounts”) for and in the name clients of the Fund Subadviser, the Subadviser, to the extent permitted by applicable laws 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 regulations, may, using but shall be under no obligation to, aggregate the securities or futures contracts to be 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 and other property or futures contracts so purchased or sold, as well as the expenses incurred in the Fund as transaction, will be made by the Sub-Adviser deems necessary or desirable, direct Subadviser in the Custodian manner the Subadviser considers to deposit for be the Fund original most equitable and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts consistent with its fiduciary obligations to the Trust 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. 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. 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 each 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 each 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 section. Subject Paragraph solely as it relates to the policies as the Board of Trustees of Allocated Portion. Such records shall be made available to the Fund or Adviser upon request; provided that any such records containing confidential information to Sub-Adviser and its other clients may determine be redacted in Sub-Adviser’s discretion. In evaluating the best overall terms available, and consistent with in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, 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. The Manager 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 Adviser and each 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 each 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 Investment decisions for the Fund shall be made by the Sub-Adviser independently from those for any other Fund and any other investment companies and reinvestment accounts advised or managed by the Sub-Adviser. One or more of the assets Fund and such investment companies and accounts may, however, invest in the same securities. When a purchase or sale of the 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 Trust 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 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 basisexecution. 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 Account 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 Account 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 Account 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 In no instance will portfolio securities be purchased from or sold to 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 Adviser, 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’s principal underwriter, (ii) to deliver securities or any affiliated person thereof except as permitted by the 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 hereinExchange Commission. The Sub-Adviser shall not have authority to cause consult with the Custodian to deliver securities and other propertyAdviser, or pay cash any other sub-advisor to the Sub-Adviser Fund or any other series of the Trust, concerning transactions for the Fund or any other series of the Trust in securities or other assets, except as expressly provided hereinpermitted by the1940 Act and the rules of the Securities and Exchange Commission adopted pursuant to the 1940 Act.

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 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.