Common use of Portfolio Transactions Clause in Contracts

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts to secure the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers. It is understood that the services provided by such brokers may be useful or beneficial to the 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund Trust with brokers or dealers selected by the Adviser, although the Fund Trust will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the FundTrust, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may may, to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934, consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund Trust nor the Adviser has adopted a formula for allocation of the FundTrust’s investment transaction business. It is also understood that it is desirable for the Fund Trust that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund Trust than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund Trust with such brokers, subject to review by the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund Trust 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Trust and to such other clients.

Portfolio Transactions. The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Sub-Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d)) of the Advisory Agreement. In placing portfolio transactions for the Fund, it is recognized that the Sub-Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Fund nor the Sub-Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees1934, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Sub-Adviser in connection with its services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees1934, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts to secure the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of TrusteesDirectors, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers. It is understood that the services provided by such brokers may be useful or beneficial to the 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all orders for In connection with the management of the investment and reinvestment of each Fund, the Subadvisor, acting by its own officers, directors or employees or by a duly authorized subcontractor, is authorized to select the broker or dealers that will execute purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the FundTrust. In executing portfolio transactions and selecting brokers or dealers, it is recognized that if any, the Adviser Subadvisor will use commercially reasonable its best efforts to secure seek on behalf of each Fund the most favorable price and efficient executionbest overall terms available. Consistent with this policyIn assessing the best overall terms available for any transaction, the Adviser Subadvisor shall consider all factors it deems relevant, including the breadth of the market in and the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, with respect to the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer, if any, to execute a particular transaction, the Subadvisor may also consider the financial responsibility, brokerage and research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 1934) provided to the Subadvisor with respect to the Fund and/or other accounts over which the Subadvisor exercises investment discretion. The Subadvisor may pay to a broker or dealer who provides such brokerage and any restrictions and guidelines established by research services a commission for executing a portfolio transaction which is in excess of the Board amount of Trusteescommission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser is authorized Subadvisor determines in good faith that such commission was reasonable in relation to place orders for the purchase value of the brokerage and sale of research services provided. The Subadvisor may buy securities for a Fund at the same time it is selling such securities for another client account and may sell securities for a Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such brokers. It is understood that procedures of the services provided by such brokers Trust as may be useful or beneficial in effect from time to time, the Adviser in connection with its services Subadvisor may effectuate cross transactions between a Fund and such other account if it deems this to be advantageous. The Subadvisor also may cause a Fund to enter into other clientstypes 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 Adviser Subadvisor deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the AdviserSubadvisor, to the extent permitted by applicable laws and regulations, mayand in compliance with such procedures of the Trust as may be in effect from time to time, but shall be under no obligation to, may aggregate the securities to be so sold or purchased in order to obtain the most favorable price or best execution and lower brokerage commissions and efficient executioncommissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Subadvisor 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 Subadvisor will advise a Fund’s custodian or such depository or agents as may be designated by the custodian and the Adviser promptly of each purchase and 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 Subadvisor 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 Subadvisor giving proper instructions to the custodian, the Subadvisor shall have no responsibility or liability for the acts, omissions or other clientsconduct of the custodian. The Subadvisor 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 Subadvisor agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of any Fund and/or brokers and 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 Subadvisor shall refrain from purchasing such securities for a Fund or directing any portfolio transaction to any such broker or dealer on behalf of the Fund, unless and until the written approval of the Adviser to do so is obtained, but the Subadvisor shall not be liable to the Fund for so acting. In addition, the Subadvisor agrees that it shall not direct portfolio transactions for a Fund through any broker or dealer that is an “affiliated person” of the Subadvisor (as that term is defined in the 1940 Act or interpreted under applicable rules and regulations of the Securities and Exchange Commission) without the prior written approval of the Adviser and in no event shall the Subadvisor direct portfolio transactions on behalf of the Fund to any broker/dealer in recognition of sales of shares of any investment company or receipt of research or other service without prior written approval of the Adviser. The Adviser agrees that it will provide the Subadvisor with a list of brokers and dealers that are “affiliated persons” of the Funds.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the each Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the a Fund, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the a Fund’s investment transaction business. It is also understood that it is desirable for the Fund Funds that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the a Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees1934, the Adviser is authorized to place orders for the purchase and sale of securities for the a Fund with such brokers, subject to review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the a 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may may, to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934, consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Sub-Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d)) of the Advisory Agreement. For that limited purpose, the Sub-Adviser is authorized as the agent of the Fund to give instructions to the custodian of the Fund as to deliveries of securities or other investments and payments of cash for the account of the Fund. In placing portfolio transactions for the Fund, it is recognized that the Sub-Adviser will use commercially reasonable its best efforts to secure the most favorable price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Fund nor the Sub-Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Trust’s Board of Trustees, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers. It is understood that the services provided by such brokers may be useful or beneficial to the Sub-Adviser in connection with its services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser Adviser, or an agent of the Adviser, shall place all orders for the purchase and sale of portfolio securities for the account of the Fund Funds with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the FundFunds, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund Funds nor the Adviser has adopted a formula for allocation of the Fund’s Funds’ investment transaction business. It is also understood that it is desirable for the Fund Funds that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund Funds than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions applicable guidance from the U.S. Securities and guidelines established by the Board of TrusteesExchange Commission, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund Funds with such brokers, subject to review by the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of any of the Fund Funds 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. The Adviser shall initially determine the identity and number of shares of the securities to be accepted in exchange for creation units for a Fund and the identity and number of shares of the securities that will be applicable that day to redemption requests received for such Fund (and may give directions to the Fund’s custodian with respect to such designation).

Portfolio Transactions. The Adviser Manager shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the AdviserManager, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser Manager will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser Manager may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser Manager may be a party. It is understood that neither the Fund nor the Adviser Manager has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser Manager have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser Manager is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser Manager in connection with its services to other clients. On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the AdviserManager, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund Funds with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the FundFunds, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund Funds nor the Adviser has adopted a formula for allocation of the Fund’s Funds’ investment transaction business. It is also understood that it is desirable for the Fund Funds that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund Funds than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees1934, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund Funds with such brokers, subject to review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund Funds 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. The Adviser shall initially determine the identity and number of shares of the securities to be accepted in exchange for creation units for a Fund and the identity and number of shares of the securities that will be applicable that day to redemption requests received for such Fund (and may give directions to the Fund’s custodian with respect to such designation).

Portfolio Transactions. The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Sub-Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d)) of the Advisory Agreement. In placing portfolio transactions for the Fund, it is recognized that the Sub-Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Fund nor the Sub-Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees1934, the Sub- Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Sub-Adviser in connection with its services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section Paragraph 3(d). In placing executing portfolio transactions for the Fundand selecting brokers or dealers, it is recognized that the Adviser will use commercially reasonable its best efforts to secure seek on behalf of the most favorable Trust or the Fund the best overall terms available for any transaction. The Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and efficient executionexecution capability of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). Consistent with this policyTo the extent contemplated by the Trust's registration statement under the 1933 Act, in evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the financial responsibility, brokerage and research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 1934) provided to the Fund and/or other accounts over which the Adviser or an affiliate of the Adviser exercises investment discretion. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc. and any restrictions subject to seeking the most favorable combination of net price and guidelines established by the Board of Trusteesexecution available, the Adviser may consider sales of shares of a Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. The Adviser is authorized to place orders pay to a broker or dealer who provides such brokerage and research services a commission for the purchase and sale of securities executing a portfolio transaction for the Fund with which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such brokers. It is understood that commission was reasonable in relation to the value of the brokerage and research services provided by such brokers broker or dealer, viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised. The Adviser (or an affiliate of the Adviser) may be useful or beneficial to the Adviser act as broker for Trust in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security securities by or to be in the best interest of the Fund as well as other clients, the Adviser, Trust if and to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate procedures adopted from time to time by the securities to be so sold or purchased in order to obtain Trustees. Such brokerage services are not within the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation scope of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by duties of the Adviser under this agreement, and, within the limits permitted by law and the Trustees, the Adviser (or an affiliate of the Adviser) may receive brokerage commissions, fees or other remuneration from Trust for such services in the manner it considers addition to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsfee for services as Adviser.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund Trust with brokers or dealers selected by the Adviser, although the Fund Trust will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the FundTrust, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund Trust nor the Adviser has adopted a formula for allocation of the FundTrust’s investment transaction business. It is also understood that it is desirable for the Fund Trust that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund Trust than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund Trust with such brokers, subject to review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund Trust 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Trust and to such other clients.

Portfolio Transactions. The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Sub-Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d)) of the Advisory Agreement. For that limited purpose, the Sub-Adviser is authorized as the agent of the Fund to give instructions to the custodian of the Fund as to deliveries of securities or other investments and payments of cash for the account of the Fund. The Sub-Adviser agrees to provide the Adviser with a list of the Sub-Adviser’s approved brokers and dealers upon the execution of this Agreement and upon request thereafter. In placing portfolio transactions for the Fund, it is recognized that the Sub-Adviser will use commercially reasonable best efforts to secure the most favorable price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Fund nor the Sub-Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Fund’s Board of TrusteesDirectors, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers. It is understood that the services provided by such brokers may be useful or beneficial to the Sub-Adviser in connection with its services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. To the extent that the Sub-Adviser engages in transactions that require segregation of assets or coverage of assets pursuant to Section 18(f) of the 1940 Act, including but not limited to, options, futures contracts, short sales or borrowing transactions, the Sub-Adviser shall appropriately designate those assets to be segregated or used for coverage in accordance with the 1940 Act. The Sub-Adviser shall have the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by the Sub-Adviser on behalf of the Sleeve. The Sub-Adviser may buy, sell or engage in transactions involving derivatives and other notional contracts (collectively, “Derivatives”), whether or not traded on any exchange or contract market, in managing the Sleeve in accordance with the Fund’s Registration Statement, other public filings with the SEC and the Investment Guidelines. The Adviser agrees that in that connection the Sub-Adviser, on the Fund’s behalf, and on such terms as the Sub-Adviser deems appropriate, may take any and all actions, or omit to take such actions, as it may in its discretion consider appropriate, including, but not limited to, selecting counterparties, executing brokers, clearing brokers and clearinghouses, as appropriate, negotiating and entering into agreements and arrangements governing or related to Derivatives (including without limitation ISDA Master Agreements and Credit Support Annexes and other master agreements or documents, confirmations and master confirmations, clearing documentation and agreements, and account opening and trading agreements), making representations and warranties, and generally taking steps intended to facilitate the entry into, trading, settling, margining and close out of Derivatives on the Fund’s behalf. Further, the Sub-Adviser may, acting as agent on the Fund’s behalf, instruct the Fund’s custodian to provide collateral and margin in respect of Derivatives entered into for the Sleeve, including but not limited to initial and variation margin (whether or not the counterparty agrees to provide collateral or margin to or for the benefit of the Fund) and may instruct the Fund’s custodian to deliver margin to and deposit collateral and margin with the counterparty (or a person acting on the counterparty’s behalf). All Derivatives entered into for the Sleeve will be entered into by the Sub-Adviser in the Fund’s name or in the Sub-Adviser’s name on behalf of the Fund, and the Sub-Adviser is authorized to reveal the name of the Fund as it may in its discretion consider necessary or appropriate in connection with transactions in Derivatives for the Fund. The Adviser confirms that any limitations on the authority of the Sub-Adviser on behalf of the Fund to enter into transactions involving Derivatives, to negotiate, execute and deliver agreements or other documentation with respect thereto, or to perform any of the activities on behalf of the Fund of a nature described above will be provided to the Sub-Adviser in writing or are set forth the Fund’s Registration Statement, other public filings with the SEC and the Investment Guidelines. The Adviser represents, warrants and covenants that it has full capacity, power and authority to enter into, carry out and perform its obligations arising in respect of all Derivatives and to authorize the Sub-Adviser to perform the activities on behalf of the Fund of a nature described above, and acknowledges and agrees that the Sub-Adviser will rely on this representation, warranty and covenant in doing so. The Adviser agrees and covenants that the Sub-Adviser will have no liability to the Adviser or the Fund, or any person claiming through, or on behalf of the Fund, or by right of the Fund, or any other person, arising from the fact that the Fund lacked the full capacity, power and authority to enter into, carry out and perform its obligations arising in respect of all Derivatives or to grant the authority purported to be granted to the Adviser set forth in this Agreement, and the Adviser agrees to hold the Sub-Adviser harmless against all losses which may be incurred by the Sub-Adviser in connection with a claim made against the Sub-Adviser by a counterparty as a result of the Fund lacking such capacity, power and authority.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund Portfolio with brokers or dealers selected by the Adviser, although which may include brokers or dealers affiliated with the Fund will pay the actual brokerage commissions on Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in accordance with Section 3(d)relation to the benefits received. In placing portfolio transactions for selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Fund, it is recognized that Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Adviser will use commercially reasonable efforts or its affiliates exercise investment discretion. The Adviser is authorized to secure pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction which is in excess of the most favorable price and efficient execution. Consistent with this policy, amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser may consider determines in good faith that such amount of commission is reasonable in relation to the financial responsibility, value of the brokerage and research and investment information and other services provided by brokers such broker or dealers who dealer. This determination may effect or be a party to any such viewed in terms of either that particular transaction or other transactions to the overall responsibilities which other clients of the Adviser and its affiliates have with respect to the Portfolio and/or other accounts over which they exercise investment discretion. The Adviser will promptly communicate to the Trust, and any agent designated by the Trust such information relating to portfolio transactions as they may be a partyreasonably request. It is understood that neither the Fund nor the Adviser has adopted will not be deemed to have acted unlawfully, or to have breached a formula for allocation 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 Fund’s investment transaction business. It is also understood that it is desirable for Trust to a broker-dealer in compliance with the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis provisions of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established or as described from time to time by the Board Portfolio's Prospectus and Statement of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers. It is understood that the services provided by such brokers may be useful or beneficial to the 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsAdditional Information.

Portfolio Transactions. The Adviser shall place all orders for In connection with the investment and reinvestment of a Fund’s assets, the Advisor has the authority to select the brokers or dealers that will execute purchase and sale of portfolio securities transactions for the account of the such Fund with brokers or dealers selected as directed by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will Sub-Advisor and to use commercially all reasonable efforts to secure obtain the best available price and most favorable price execution with respect to all such purchases and efficient executionsales of portfolio securities. Consistent The Advisory and Sub-Advisor shall jointly maintain records adequate to demonstrate compliance with the requirements of this policy, section. Subject to such policies as the Adviser Board may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost adopt with respect to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price Funds and efficient execution. Therefore, subject to consistent with Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees1934, as amended, the Adviser is authorized Advisor and Sub-Advisor shall jointly have the right to place orders for select as executing brokers-dealers those brokers-dealers who furnish research and similar services to a Fund or to the purchase and sale of securities for Sub-Advisor, notwithstanding that such broker-dealer(s) may charge a higher commission rate to the Fund with such brokers. It is understood that than may result when allocating brokerage solely on 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 basis 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 seeking the most favorable price price. The Advisor and Sub-Advisor shall jointly determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Board. The Advisor has the authority to direct the Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of each Fund and to execute for each such Fund as its agent and attorney-in-fact standard customer agreements with such broker or lower brokerage commissions brokers as the Advisor and efficient executionSub-Advisor shall select as provided above. In The Advisor may, using such event, allocation of the securities so purchased or sold, as well and other property of a Fund as the expenses incurred in Advisor deems necessary or desirable, direct the transactionCustodian to deposit for such Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, will be made by the Adviser in the manner it considers to be the most equitable cash equivalents and consistent with its fiduciary obligations to the Fund securities and other property into such brokerage accounts and to such brokers as the Advisor deems desirable or appropriate. The Advisor shall cause all securities and other clientsproperty purchased or sold with respect a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. The Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such settlements. All securities and other property of a Fund shall remain in the direct or indirect custody of the Custodian. The Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the account of a Fund, (ii) to deliver securities and other property against payment for the account of a Fund, and (iii) to transfer a Fund’s assets and funds to such brokerage accounts as the Advisor or Sub-Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Advisor except as expressly provided herein.

Portfolio Transactions. The Adviser shall place all orders for In connection with the management of the investment and reinvestment of the Fund, the Subadvisor, acting by its own officers, directors or employees or by a duly authorized subcontractor, is authorized to select the broker or dealers that will execute purchase and sale of portfolio securities transactions for the account Trust. In executing portfolio transactions and selecting brokers or dealers, if any, the Subadvisor will use its best efforts to seek on behalf of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d)best overall terms available. In placing portfolio transactions assessing the best overall terms available for the Fund, it is recognized that the Adviser will use commercially reasonable efforts to secure the most favorable price and efficient execution. Consistent with this policyany transaction, the Adviser Subadvisor shall consider all factors it deems relevant, including the breadth of the market in and the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, with respect to the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer, if any, to execute a particular transaction, the Subadvisor may also consider the financial responsibility, brokerage and research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 1934) provided to the Subadvisor with respect to the Fund and/or other accounts over which the Subadvisor exercises investment discretion. The Subadvisor may pay to a broker or dealer who provides such brokerage and any restrictions and guidelines established by research services a commission for executing a portfolio transaction which is in excess of the Board amount of Trusteescommission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser is authorized Subadvisor determines in good faith that such commission was reasonable in relation to place orders for the purchase value of the brokerage and sale of research services provided. The Subadvisor may buy securities for a Fund at the same time it is selling such securities for another client account and may sell securities for a Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such brokers. It is understood that procedures of the services provided by such brokers Trust as may be useful or beneficial in effect from time to time, the Adviser in connection with its services Subadvisor may effectuate cross transactions between a Fund and such other account if it deems this to be advantageous. The Subadvisor also may cause a Fund to enter into other clientstypes 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 Adviser Subadvisor deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the AdviserSubadvisor, to the extent permitted by applicable laws and regulations, mayand in compliance with such procedures of the Trust as may be in effect from time to time, but shall be under no obligation to, may aggregate the securities to be so sold or purchased in order to obtain the most favorable price or best execution and lower brokerage commissions and efficient executioncommissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Subadvisor 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 Subadvisor will advise a Fund’s custodian or such depository or agents as may be designated by the custodian and the Adviser promptly of each purchase and 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 Subadvisor 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 Subadvisor giving proper instructions to the custodian, the Subadvisor shall have no responsibility or liability for the acts, omissions or other clientsconduct of the custodian. The Subadvisor 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 Subadvisor agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of any Fund and/or brokers and 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 Subadvisor shall refrain from purchasing such securities for a Fund or directing any portfolio transaction to any such broker or dealer on behalf of the Fund, unless and until the written approval of the Adviser to do so is obtained, but the Subadvisor shall not be liable to the Fund for so acting. In addition, the Subadvisor agrees that it shall not direct portfolio transactions for a Fund through any broker or dealer that is an “affiliated person” of the Subadvisor (as that term is defined in the 1940 Act or interpreted under applicable rules and regulations of the Securities and Exchange Commission) without the prior written approval of the Adviser, which shall not be unreasonably withheld. The Adviser agrees that it will provide the Subadvisor with a list of brokers and dealers that are “affiliated persons” of the Funds.

Portfolio Transactions. The Adviser shall place all orders for In connection with the management of the investment and reinvestment of the Fund, the Subadviser, acting by its own officers, directors or employees or by a duly authorized subcontractor, is authorized to select the broker or dealers that will execute purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund. In executing portfolio transactions and selecting brokers or dealers, it is recognized that if any, the Adviser Subadviser will use its commercially reasonable best efforts to secure seek on behalf of the most favorable Fund best execution, having regard to all factors it considers relevant, which may include the breadth of the market in and the price of the security, the financial condition and efficient executionexecution capability of the broker or dealer, and the reasonableness of the commission, if any, with respect to the specific transaction and on a continuing basis. Consistent with this policyobligation, the Adviser may Subadviser may, to the extent permitted by law, consider the financial responsibility, brokerage and research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 1934) provided to the Subadviser with respect to the Fund and/or other accounts over which the Subadviser exercises investment discretion. The Subadviser may cause the Fund to pay a broker or dealer who provides such brokerage and any restrictions and guidelines established by research services a commission for executing a portfolio transaction which is in excess of the Board amount of Trusteescommission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser is authorized Subadviser determines in good faith that such commission was reasonable in relation to place orders for the purchase value of the brokerage and sale research services provided, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion. The Subadviser may buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such brokers. It is understood that procedures of the services provided by such brokers Trust as may be useful or beneficial in effect from time to time, the Adviser in connection with its services to Subadviser may effectuate cross transactions between the Fund and such other clients. On occasions when the Adviser account if it deems the purchase or sale of a security this to be in the best interest of advantageous. The Subadviser also may cause the Fund as well as to enter into other clientstypes of investment transactions (e.g., a long position on a particular securities index) at the Advisersame time it is causing other client accounts to take opposite economic positions (e.g., a short position on the same index). The Subadviser, to the extent permitted by applicable laws and regulations, mayand in compliance with such procedures of the Trust as may be in effect from time to time, but shall be under no obligation toif any, may aggregate the securities to be so sold or purchased in order for the Fund. The Subadviser will advise the Fund’s custodian or such depository or agents as may be designated by the custodian and the Adviser promptly of each purchase and sale of a portfolio security, specifying the details required by the custodian. 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 obtain the most favorable custodian, the Subadviser shall have no responsibility or liability for the acts, omissions or other conduct of the custodian. The Subadviser shall, upon due request and notice from the Adviser, provide periodic and special reports relating to best execution and brokerage commissions, including describing any such research, advice or other services received and the incremental commissions, net price or lower brokerage commissions 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 efficient executiondealers 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 or directing any portfolio transaction to any such broker or dealer on behalf of the Fund, unless and until the written approval of the Adviser to do so is obtained, and the Subadviser shall not be liable to the Fund, Trust or Adviser for so acting. In such eventaddition, allocation the Subadviser agrees that it shall not direct portfolio transactions for the Fund through any broker or dealer that is an “affiliated person” of the securities so purchased or sold, Subadviser (as well as the expenses incurred that term is defined in the transaction1940 Act or interpreted under applicable rules and regulations of the Securities and Exchange Commission) without the prior written approval of the Adviser, which shall not be unreasonably withheld. The Adviser agrees that it will be made by provide the Adviser in Subadviser with a list of brokers and dealers that are “affiliated persons” of the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsFund.

Portfolio Transactions. The Adviser shall place all orders for In connection with the management of the investment and reinvestment of the Fund, the Subadvisor, acting by its own officers, directors or employees or by a duly authorized subcontractor, is authorized to select the broker or dealers that will execute purchase and sale of portfolio securities transactions for the account Trust. In executing portfolio transactions and selecting brokers or dealers, if any, the Subadvisor will use its best efforts to seek on behalf of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d)best overall terms available. In placing portfolio transactions assessing the best overall terms available for the Fund, it is recognized that the Adviser will use commercially reasonable efforts to secure the most favorable price and efficient execution. Consistent with this policyany transaction, the Adviser Subadvisor shall consider all factors it deems relevant, including the breadth of the market in and the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, with respect to the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer, if any, to execute a particular transaction, the Subadvisor may also consider the financial responsibility, brokerage and research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 1934) provided to the Subadvisor with respect to the Fund and/or other accounts over which the Subadvisor exercises investment discretion. The Subadvisor may pay to a broker or dealer who provides such brokerage and any restrictions and guidelines established by research services a commission for executing a portfolio transaction which is in excess of the Board amount of Trusteescommission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser is authorized Subadvisor determines in good faith that such commission was reasonable in relation to place orders for the purchase value of the brokerage and sale of research services provided. The Subadvisor may buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such brokers. It is understood that procedures of the services provided by such brokers Trust as may be useful or beneficial in effect from time to time, the Adviser in connection with its services Subadvisor may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous. The Subadvisor also may cause the Fund to enter into other clientstypes 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 Adviser Subadvisor deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the AdviserSubadvisor, to the extent permitted by applicable laws and regulations, mayand in compliance with such procedures of the Trust as may be in effect from time to time, but shall be under no obligation to, may aggregate the securities to be so sold or purchased in order to obtain the most favorable price or best execution and lower brokerage commissions and efficient executioncommissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Subadvisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.. The Subadvisor will advise the Fund’s custodian or such depository or agents as may be designated by the custodian and the Adviser promptly of each purchase and 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

Portfolio Transactions. The Adviser Manager shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the AdviserManager, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section paragraph 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser Manager will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser Manager may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser Manager may be a party. It is understood that neither the Fund nor the Adviser Manager has adopted a formula for allocation of the Fund’s 's investment transaction business. It is also understood that it is desirable for the Fund that the Adviser Manager have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser Manager is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser Manager in connection with its services to other clients. On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the AdviserManager, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, transaction will be made by the Adviser Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all orders for In connection with the management of the investment and reinvestment of the Fund, the Subadvisor, acting by its own officers, directors or employees or by a duly authorized subcontractor, is authorized to select the broker or dealers that will execute purchase and sale of portfolio securities transactions for the account Trust. In executing portfolio transactions and selecting brokers or dealers, if any, the Subadvisor will use its best efforts to seek on behalf of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d)best overall terms available. In placing portfolio transactions assessing the best overall terms available for the Fund, it is recognized that the Adviser will use commercially reasonable efforts to secure the most favorable price and efficient execution. Consistent with this policyany transaction, the Adviser Subadvisor shall consider all factors it deems relevant, including the breadth of the market in and the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, with respect to the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer, if any, to execute a particular transaction, the Subadvisor may also consider the financial responsibility, brokerage and research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 1934) provided to the Subadvisor with respect to the Fund and/or other accounts over which the Subadvisor exercises investment discretion. The Subadvisor may pay to a broker or dealer who provides such brokerage and any restrictions and guidelines established by research services a commission for executing a portfolio transaction which is in excess of the Board amount of Trusteescommission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser is authorized Subadvisor determines in good faith that such commission was reasonable in relation to place orders for the purchase value of the brokerage and sale of research services provided. The Subadvisor may buy securities for a Fund at the same time it is selling such securities for another client account and may sell securities for a Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such brokers. It is understood that procedures of the services provided by such brokers Trust as may be useful or beneficial in effect from time to time, the Adviser in connection with its services Subadvisor may effectuate cross transactions between a Fund and such other account if it deems this to be advantageous. The Subadvisor also may cause a Fund to enter into other clientstypes 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 Adviser Subadvisor deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the AdviserSubadvisor, to the extent permitted by applicable laws and regulations, mayand in compliance with such procedures of the Trust as may be in effect from time to time, but shall be under no obligation to, may aggregate the securities to be so sold or purchased in order to obtain the most favorable price or best execution and lower brokerage commissions and efficient executioncommissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Subadvisor 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 Subadvisor will advise a Fund’s custodian or such depository or agents as may be designated by the custodian and the Adviser promptly of each purchase and 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 Subadvisor 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 Subadvisor giving proper instructions to the custodian, the Subadvisor shall have no responsibility or liability for the acts, omissions or other clientsconduct of the custodian. The Subadvisor 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 Subadvisor agrees that the Adviser shall have the right by written notice to identify specific issuers, brokers or dealers affiliated with the Adviser, or as otherwise required by applicable law with respect to a particular issuer, broker or dealer, in which or through which portfolio transactions on behalf of the Funds may not be engaged or effected. The Subadvisor shall refrain from engaging or effecting any such transactions on behalf of the Fund, unless and until the written approval of the Adviser to do so is obtained, but the Subadvisor shall not be liable to the Fund for so acting. In addition, the Subadvisor agrees that it shall not direct portfolio transactions for a Fund through any broker or dealer that is an “affiliated person” of the Subadvisor (as that term is defined in the 1940 Act or interpreted under applicable rules and regulations of the Securities and Exchange Commission) without the prior written approval of the Adviser, which shall not be unreasonably withheld. The Adviser agrees that it will provide the Subadvisor with a list of brokers and dealers that are “affiliated persons” of the Funds.

Portfolio Transactions. The Adviser shall place all orders for is authorized to select the purchase brokers or dealers (including, to the extent permitted by law, and sale applicable Trust guidelines made available to the Adviser in advance, the Adviser or any of its affiliates) that will execute the purchases and sales of portfolio securities for the account of Funds and is directed to use its best efforts to obtain best execution as described in the Fund with Trust’s current registration statement as amended from time to time. In selecting brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts to secure the most favorable price and efficient execution. Consistent with this policydealers, the Adviser may consider the financial responsibilitygive consideration to factors other than price, including, but not limited to, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of (collectively, the Adviser may be a party“Services”). It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to in compliance with Section 28(e) of the U.S. Securities Exchange Act of 1934 1934, as amended. Without limitation, the Adviser may cause the Funds to pay a commission for effecting a transaction for the Funds in excess of the amount another broker or dealer would have charged for effecting that transaction, so long as the Adviser determines in good faith that the excess commission is reasonable in relation to the value of the Services provided by the broker-dealer to the Adviser, whether or not the Funds derive all the benefit of such research services. Any such Services which the Adviser receives in connection with activities for the Trust may also be used for the benefit of other clients and customers of the Adviser or any of its affiliates. The Adviser will promptly communicate to the Manager and to the officers and the Board such information relating to portfolio transactions as they may reasonably request. The Adviser shall not, without the prior approval of the Manager, effect any transactions which would cause the portion of the Fund’s assets designated to the Adviser to be out of compliance with any restrictions and guidelines or policies of the Fund established by the Board of Trustees, Manager and provided to the Adviser is authorized to place orders for or set forth in the purchase and sale Fund’s registration statement. The Adviser shall not consult with any other investment sub-adviser of securities the Fund concerning transactions for the Fund with such brokers. It is understood that the services provided by such brokers may be useful in securities 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsassets.

Portfolio Transactions. The With respect to portfolio transactions for the Sleeve, the Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Sub-Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d)) of the Advisory Agreement. For that limited purpose, the Sub-Adviser is authorized as the agent of the Fund to give instructions to the custodian of the Fund as to deliveries of securities or other investments and payments of cash for the account of the Fund. The Sub-Adviser agrees to provide the Adviser with a list of the Sub-Adviser’s approved brokers and dealers upon the execution of this Agreement and upon request thereafter. In placing portfolio transactions for the FundSleeve, it is recognized that the Sub-Adviser will use commercially reasonable best efforts to secure the most favorable price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Fund nor the Sub-Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Fund’s Board of TrusteesDirectors, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers. It is understood that the services provided by such brokers may be useful or beneficial to the Sub-Adviser in connection with its services service to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Sub-Adviser shall have the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by the Sub-Adviser on behalf of the Sleeve.

Portfolio Transactions. The Adviser Adviser, or an agent of the Adviser, shall place all orders for the purchase and sale of portfolio securities for the account of the Fund Funds with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the FundFunds, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund Funds nor the Adviser has adopted a formula for allocation of the Fund’s Funds’ investment transaction business. It is also understood that it is desirable for the Fund Funds that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund Funds than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions applicable guidance from the U.S. Securities and guidelines established by the Board of TrusteesExchange Commission, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund Funds with such brokers, subject to review by theBoard from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of any of the Fund Funds 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. The Adviser shall initially determine the identity and number of shares of the securities to be accepted in exchange for creation units for a Fund and the identity and number of shares of the securities that will be applicable that day to redemption requests received for such Fund (and may give directions to the Fund’s custodian with respect to such designation).

Portfolio Transactions. The Adviser shall place all orders for In connection with the management of the investment and reinvestment of the assets of the Trust, the Adviser, 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 of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the FundTrust. In executing portfolio transactions and selecting brokers or dealers, it is recognized that if any, the Adviser will use commercially reasonable its best efforts to secure seek on behalf of a Portfolio the most favorable best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in and the price of the security, the financial condition and efficient executionexecution capability of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). Consistent with this policyIn evaluating the best overall terms available, and in selecting the broker or dealer, if any, to execute a particular transaction, the Adviser may also consider the financial responsibility, brokerage and research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 and 1934) provided to any restrictions and guidelines established by Portfolio of the Board Trust and/or other accounts over which the Adviser or an affiliate of the Adviser exercises investment discretion. With the prior approval of the Trustees, the Adviser may pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction which is authorized in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided. Such prior approval may be obtained from the Trustees with respect to the Adviser's investment program and need not be obtained on a transaction-by-transaction basis. In the event that the Adviser wishes to enter into an arrangement with any person pursuant to which it undertakes to place orders for the purchase and sale of securities for the Fund business with such brokers. It is understood that the person or any of its associates or any other person at such person's discretion in return for brokerage or research services provided by such brokers may be useful or beneficial person 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, or enters into any other Soft Commission Arrangement as defined by IMRO Rules as in effect from time to time, the Sub-Adviser will identify to the extent permitted by applicable laws Trust in writing each such broker-dealer, or other person and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to nature of such services and will obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation consent of the Trust to the placing of business with such broker/dealer. The Adviser will not, without the Trust's prior consent, invest on behalf of any Portfolio in securities so purchased of which an issue or soldoffer for sale was underwritten, as well as the expenses incurred in the transaction, will be made managed or arranged by the Adviser in during the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientspreceding twelve months.

Portfolio Transactions. The Adviser shall place all orders for Manager is authorized to select the purchase brokers or dealers that will execute the purchases and sale sales of portfolio securities for the account Portfolio. Manager shall seek best execution of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d)such transactions. In placing portfolio selecting brokers to effect transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts to secure the most favorable price and efficient execution. Consistent with this policyPortfolio, the Adviser may consider determination of what is expected to result in best execution involves a number of considerations. Among these are the financial responsibilityManager's evaluation of the broker-dealer's efficiency in executing and clearing transactions, the rate of commission or the size of the broker-dealer's spread, the size and difficulty of the order, the nature of the market for the security, and operational capabilities of the broker-dealer. The Manager will not take into account the sale of Portfolio shares when selecting brokers to execute transactions for the Portfolio. Manager may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Portfolio and any other account over which the Manager exercises investment discretion with research and investment information and other brokerage services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to (as those terms are defined in Section 28(e) of the Securities and Exchange Act of 1934 and any restrictions interpretations thereunder), and guidelines established Manager may pay to these brokers and dealers, in return for research and brokerage services, a higher commission or spread than may be charged by other brokers and dealers for that transaction, provided that Manager determines in good faith that such commission is reasonable relative to the Board value of Trustees, the Adviser is authorized to place orders for the purchase research and sale of securities for the Fund with such brokers. It is understood that the brokerage services provided by such brokers may be useful broker or beneficial dealer as viewed in terms either of that particular transaction or of the overall responsibility of Manager to the Adviser in connection with Portfolio and its services to other clients. On occasions when Manager will promptly communicate to the Adviser officers and the directors of the Company such information relating to portfolio transactions as they may reasonably request. When Manager deems the purchase or sale of a security or other investment to be in the best interest interests of the Fund as well as Portfolio and other advisory clients, the AdviserManager may, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate orders for the securities to be so sold Portfolio and those other advisory clients for the purchase or purchased in order to obtain sale of the most favorable price security or lower brokerage commissions and efficient executionother investment. In such event, allocation of the securities or investment so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Portfolio and to such other clients.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund Trust with brokers or dealers selected by the Adviser, although the Fund Trust will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the FundTrust, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may may, to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934, consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund Trust nor the Adviser has adopted a formula for allocation of the FundTrust’s investment transaction business. It is also understood that it is desirable for the Fund Trust that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund Trust than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund Trust with such brokers, subject to review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund Trust 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Trust and to such other clients.

Portfolio Transactions. The Sub-Adviser shall place all orders for the ---------------------- purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Sub-Adviser, although the Fund will pay the actual transaction costs, including without limitation brokerage commissions on portfolio transactions in accordance with Section 3(dthis Paragraph 2(d). In placing portfolio transactions for The Fund shall provide the Fund, it is recognized that the Sub-Adviser will use commercially reasonable efforts to secure the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or a list of broker/dealers who may effect or be a party to any such transaction or other transactions to which other clients are affiliated persons of the Adviser Trust and its other Sub-Advisers. An affiliated broker may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable transmit, clear and settle transactions for the Fund that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser have access will use its best efforts to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to seek on behalf of the Fund than would otherwise result when allocating 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 dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). In evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by 1934) provided to Sub-Adviser or an affiliate of the Board Sub- Adviser in respect of Trustees, the accounts over which it exercises investment discretion. The Sub-Adviser is authorized to place orders 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 purchase amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and sale of securities for the Fund with such brokers. It is understood that the research services provided by such brokers may be useful broker or beneficial to dealer, viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised by the Sub-Adviser or its affiliates. Nothing in connection this Agreement shall preclude the combining of orders for the sale or purchase of securities or other investments with other accounts managed by the Sub-Adviser or its services to affiliates provided that the Sub-Adviser does not favor any account over any other clients. On occasions when the Adviser deems the account and provided that any 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 orders executed contemporaneously shall be under no obligation to, aggregate allocated in an equitable manner among the securities to be so sold or purchased accounts involved in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made accordance with procedures adopted by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsSub-Adviser.

Portfolio Transactions. The Adviser shall place all orders for In connection with the management of the investment and reinvestment of each Fund, the Subadviser, acting by its own officers, directors or employees or by a duly authorized subcontractor, is authorized to select the broker or dealers that will execute purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund. In executing portfolio transactions and selecting brokers or dealers, it is recognized that if any, the Adviser Subadviser will use its commercially reasonable best efforts to secure seek on behalf of each Fund best execution, having regard to all factors it considers relevant, which may include the most favorable breadth of the market in and the price of the security, the financial condition and efficient executionexecution capability of the broker or dealer, and the reasonableness of the commission, if any, with respect to the specific transaction and on a continuing basis. Consistent with this policyobligation, the Adviser may Subadviser may, to the extent permitted by law, consider the financial responsibility, brokerage and research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 1934) provided to the Subadviser with respect to a Fund and/or other accounts over which the Subadviser exercises investment discretion. The Subadviser may cause a Fund to pay a broker or dealer who provides such brokerage and any restrictions and guidelines established by research services a commission for executing a portfolio transaction which is in excess of the Board amount of Trusteescommission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser is authorized Subadviser determines in good faith that such commission was reasonable in relation to place orders for the purchase value of the brokerage and sale research services provided, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion. The Subadviser may buy securities for a Fund at the same time it is selling such securities for another client account and may sell securities for a Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such brokers. It is understood that procedures of the services provided by such brokers Trust as may be useful or beneficial in effect from time to time, the Adviser in connection with its services to Subadviser may effectuate cross transactions between a Fund and such other clients. On occasions when the Adviser account if it deems the purchase or sale of a security this to be in 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 best interest of same time it is causing other client accounts to take opposite economic positions (e.g., a short position on the Fund as well as other clients, the Advisersame index). The Subadviser, to the extent permitted by applicable laws and regulations, mayand in compliance with such procedures of the Trust as may be in effect from time to time, but shall be under no obligation toif any, may aggregate the securities to be so sold or purchased in order for a Fund. The Subadviser will advise each Fund’s custodian or such depository or agents as may be designated by the custodian and the Adviser promptly of each purchase and sale of a portfolio security, specifying the details required by the custodian. 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 obtain the most favorable custodian, the Subadviser shall have no responsibility or liability for the acts, omissions or other conduct of the custodian. The Subadviser shall, upon due request and notice from the Adviser, provide periodic and special reports relating to best execution and brokerage commissions, including describing any such research, advice or other services received and the incremental commissions, net price or lower brokerage commissions 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 a Fund and/or brokers and efficient executiondealers through which portfolio transaction on behalf of a Fund 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 dealer on behalf of a Fund, unless and until the written approval of the Adviser to do so is obtained, and the Subadviser shall not be liable to a Fund, Trust or Adviser for so acting. In such eventaddition, allocation 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 securities so purchased or sold, Subadviser (as well as the expenses incurred that term is defined in the transaction1940 Act or interpreted under applicable rules and regulations of the Securities and Exchange Commission) without the prior written approval of the Adviser, which shall not be unreasonably withheld. The Adviser agrees that it will be made by provide the Adviser in the manner it considers to be the most equitable Subadviser with a list of brokers and consistent with its fiduciary obligations to the Fund and to such other clientsdealers that are “affiliated persons” of each Fund.

Portfolio Transactions. The Adviser shall place all orders for In connection with the management of the investment and reinvestment of each Fund, the Subadvisor, acting by its own officers, directors or employees or by a duly authorized subcontractor, is authorized to select the broker or dealers that will execute purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the FundTrust. In executing portfolio transactions and selecting brokers or dealers, it is recognized that if any, the Adviser Subadvisor will use commercially reasonable its best efforts to secure seek on behalf of each Fund the most favorable price and efficient executionbest overall terms available. Consistent with this policyIn assessing the best overall terms available for any transaction, the Adviser Subadvisor shall consider all factors it deems relevant, including the breadth of the market in and the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, with respect to the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer, if any, to execute a particular transaction, the Subadvisor may also consider the financial responsibility, brokerage and research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 1934) provided to the Subadvisor with respect to the Fund and/or other accounts over which the Subadvisor exercises investment discretion. The Subadvisor may pay to a broker or dealer who provides such brokerage and any restrictions and guidelines established by research services a commission for executing a portfolio transaction which is in excess of the Board amount of Trusteescommission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser is authorized Subadvisor determines in good faith that such commission was reasonable in relation to place orders for the purchase value of the brokerage and sale of research services provided. The Subadvisor may buy securities for a Fund at the same time it is selling such securities for another client account and may sell securities for a Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such brokers. It is understood that procedures of the services provided by such brokers Trust as may be useful or beneficial in effect from time to time, the Adviser in connection with its services Subadvisor may effectuate cross transactions between a Fund and such other account if it deems this to be advantageous. The Subadvisor also may cause a Fund to enter into other clientstypes 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 Adviser Subadvisor deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the AdviserSubadvisor, to the extent permitted by applicable laws and regulations, mayand in compliance with such procedures of the Trust as may be in effect from time to time, but shall be under no obligation to, may aggregate the securities to be so sold or purchased in order to obtain the most favorable price or best execution and lower brokerage commissions and efficient executioncommissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Subadvisor 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 Subadvisor will advise a Fund’s custodian or such depository or agents as may be designated by the custodian and the Adviser promptly of each purchase and 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 Subadvisor 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 Subadvisor giving proper instructions to the custodian, the Subadvisor shall have no responsibility or liability for the acts, omissions or other clientsconduct of the custodian. The Subadvisor 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 Subadvisor agrees that the Adviser shall have the right by written notice to identify specific issuers, brokers or dealers affiliated with the Adviser, or as otherwise required by applicable law with respect to a particular issuer, broker or dealer, in which or through which portfolio transactions on behalf of the Funds may not be engaged or effected. The Subadvisor shall refrain from engaging or effecting any such transactions on behalf of the Fund, unless and until the written approval of the Adviser to do so is obtained, but the Subadvisor shall not be liable to the Fund for so acting. In addition, the Subadvisor agrees that it shall not direct portfolio transactions for a Fund through any broker or dealer that is an “affiliated person” of the Subadvisor (as that term is defined in the 1940 Act or interpreted under applicable rules and regulations of the Securities and Exchange Commission) without the prior written approval of the Adviser, which shall not be unreasonably withheld, and in no event shall the Subadvisor direct portfolio transactions on behalf of the Fund to any broker/dealer in recognition of sales of shares of any investment company or receipt of research or other service without prior written approval of the Adviser, which shall not be unreasonably withheld. The Adviser agrees that it will provide the Subadvisor with a list of brokers and dealers that are “affiliated persons” of the Funds or affiliated persons of the Subadvisor.

Portfolio Transactions. The Adviser Adviser, or an agent of the Adviser, shall place all orders for the purchase and sale of portfolio securities for the account of the a Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the a Fund, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the a Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the each Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the such Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions applicable guidance from the U.S. Securities and guidelines established by the Board of TrusteesExchange Commission, the Adviser is authorized to place orders for the purchase and sale of securities for the a Fund with such brokers, subject to review by the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the a 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the a Fund and to such other clients. The Adviser shall initially determine the identity and number of shares of the securities to be accepted in exchange for creation units for a Fund and the identity and number of shares of the securities that will be applicable that day to redemption requests received for such Fund (and may give directions to the Fund’s custodian with respect to such designation).

Portfolio Transactions. The Investment Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund Company with brokers or dealers selected by the Investment Adviser, although the Fund Company will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the FundCompany, it is recognized that the Investment Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Investment Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Investment Adviser may be a party. It is understood that neither the Fund Company nor the Investment Adviser has adopted a formula for allocation of the FundCompany’s investment transaction business. It is also understood that it is desirable for the Fund Company that the Investment Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund Company than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Investment Adviser is authorized to place orders for the purchase and sale of securities for the Fund Company with such brokers, subject to review by the Company’s Board of Directors from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Investment Adviser in connection with its services to other clients. On occasions when the Investment Adviser deems the purchase or sale of a security to be in the best interest of the Fund Company as well as other clients, the Investment Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Investment Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Company and to such other clients.

Portfolio Transactions. The Adviser Manager shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the AdviserManager, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser Manager will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser Manager may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser Manager may be a party. It is understood that neither the Fund nor the Adviser Manager has adopted a formula for allocation of the Fund’s 's investment transaction business. It is also understood that it is desirable for the Fund that the Adviser Manager have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser Manager is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Fund's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser Manager in connection with its services to other clients. On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the AdviserManager, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. SECTION 3.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, [although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). .] In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may may, to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934, consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all All orders placed by the Sub-Advisor for the purchase and sale of portfolio securities shall be for the account of the Fund with brokers or dealers selected by the Adviser, although Sub-Advisor. Although the Fund will pay the actual transaction costs, including without limitation brokerage commissions on portfolio transactions in accordance with Section 3(dthis Paragraph 2(d). In placing executing portfolio transactions and selecting brokers or dealers, the Sub-Advisor will use its best efforts to 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 Fund, it is recognized that specific transaction and on a continuing basis). In evaluating the Adviser will use commercially reasonable efforts best overall terms available and in selecting the broker or dealer to secure the most favorable price and efficient execution. Consistent with this policyexecute a particular transaction, the Adviser Sub-Advisor may also consider the financial responsibility, brokerage and research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 1934) provided to the Sub-Advisor or an affiliate of the Sub-Advisor in respect of accounts over which it exercises investment discretion. The Sub-Advisor is authorized to pay to a broker or dealer who provides such brokerage and any restrictions 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-Advisor determines in good faith that such commission was reasonable in relation to the value of the brokerage and guidelines established research services provided by such broker or dealer, viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised by the Board Sub-Advisor or its affiliates. Nothing in this Agreement shall preclude the combining of Trustees, orders for the sale or purchase of securities or other investments with other accounts managed by the Sub-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 be allocated in an equitable manner among the accounts involved in accordance with procedures adopted by the Sub-Advisor. The Sub-Adviser is authorized to place allocate the orders for the purchase and sale of securities for the Fund with such brokers. It is understood that the services provided placed 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 it on behalf of the Fund as well as other clients, the Adviser, to the extent permitted by applicable laws and regulationsAdvisor, maySub-Advisor, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation another of the securities so purchased or soldFund's Sub-Advisor, affiliate thereof that is registered as well as a broker-dealer with the expenses incurred SEC, in compliance with Rule 17e-1 procedures that the transaction, Trust's Board of Trustees shall adopt from time to time. The Sub-Adviser agrees that it will be made by the Adviser in the manner it considers to be the most equitable and consistent not consult with its fiduciary obligations any other investment adviser to the Fund and to such other clientsconcerning transactions on behalf of the Fund.

Portfolio Transactions. The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Sub-Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d)) of the Advisory Agreement. In placing portfolio transactions for the Fund, it is recognized that the Sub-Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Fund nor the Sub-Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees1934, the Adviser SubAdviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Sub-Adviser in connection with its services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the AdvisertheAdviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may may, to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934, consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall is authorized to determine the securities to be purchased or sold by the Funds and will place all orders for the purchase and sale of portfolio securities for the account of the Fund with or through such persons, brokers or dealers selected by to carry out the Adviserpolicy with respect to brokerage set forth in each Fund's Prospectus or as the Board of Trustees may direct from time to time, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance conformity with Section 3(d)federal securities laws. In placing portfolio transactions for providing the FundFunds with investment supervision, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with Within the framework of this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which the Adviser's other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund Funds that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund Funds with such brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its the Adviser's 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 a Fund as well as other clientsclients of the Adviser, 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 purchased or sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations obligation to the Fund Funds and to such other clients. The Adviser will promptly communicate to the Administrator and to the officers and the Board of Trustees of the Trust such information relating to fund 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, solely by reason of its having directed a securities transaction on behalf of the Trust to a broker-dealer in compliance with the provisions of Section 28(e) of the Securities Exchange Act of 1934.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts to secure the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost 2 to the Fund than would otherwise result when allocating brokerage transactions Subadvisory Agreement is hereby amended to other brokers on include the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers. It is understood that the services provided by such brokers may be useful or beneficial to the 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 following provision: To the extent permitted by applicable laws the Portfolios' current prospectus and regulationsstatement of additional information, maythe Subadviser is hereby directed and authorized by the Adviser to (i) negotiate, enter into and execute trading and other 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 the 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 investments and transactions contemplated by the Portfolios' investment guidelines and (ii) effect transactions in derivatives with such counterparties, in such a manner and on such trading venues as the Subadviser considers appropriate. Where applicable, all such transactions shall be under no obligation toeffected in accordance with the rules and regulations (if any) of the relevant trading venue and the Subadviser may take all such steps as the 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 the Adviser, aggregate the securities Subadviser will provide copies of any such agreements or other documents to the Adviser. The 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 documentation as may be so sold or purchased required by such Market Participants in connection with the Subadviser's use of derivatives and/or in order to obtain the most favorable price effect, clear or lower brokerage commissions and efficient execution. In such event, allocation otherwise manage transactions in derivatives on behalf of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsPortfolios.

Portfolio Transactions. The Adviser Manager shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the AdviserManager, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(dSECTION 3(D). In placing portfolio transactions for the Fund, it is recognized that the Adviser Manager will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser Manager may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser Manager may be a party. It is understood that neither the Fund nor the Adviser Manager has adopted a formula for allocation of the Fund’s 's investment transaction business. It is also understood that it is desirable for the Fund that the Adviser Manager have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser Manager is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Fund's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser Manager in connection with its services to other clients. On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the AdviserManager, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. (a) The Adviser shall place all orders is authorized to select the brokers or dealers that will execute the purchases and sales of securities for the Fund and is directed to use its best efforts to obtain the best available price and most favorable execution, except as prescribed herein. (b) The Adviser may select affiliates of the Adviser as brokers or dealers in connection with purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund. The Fund understands that such affiliates may provide execution services relative to the purchase and/or sale of securities for the Fund, it is recognized provided that the Adviser will use commercially reasonable efforts to secure the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients affiliate of the Adviser discloses at least annually, and as may be a partyrequired under the Funds Rule 17e-1 Procedures, as amended from time to time with notice to the Adviser (the Procedures), the amount of the commission it has received. It is understood that neither By executing this Agreement, the Fund nor authorizes an affiliate of the Adviser has adopted a formula for allocation to effect securities transactions on behalf of the Fund’s investment transaction businessFund and to retain compensation therewith, provided that any such compensation is permissible under the Procedures. It This authorization is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment being executed and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject delivered pursuant to Section 28(e11(a) of the Securities Exchange Act of 1934 and any restrictions Rule 11a2-2(T) thereunder. (c) Unless and guidelines established until otherwise directed by the Board of Trusteesthe Fund, the Adviser is may also be authorized to place orders for effect individual securities transactions at commission rates in excess of the purchase and sale minimum commission rates available, if the Adviser determines in good faith that such amount of securities for commission is reasonable in relation to the Fund with such brokers. It is understood that value of the brokerage or research services provided by such brokers may be useful broker or beneficial dealer, viewed in terms of either that particular transaction or the Advisers overall responsibilities with respect to the Fund. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise.92690695_2 (d) The Adviser in connection with its services will promptly communicate to other clients. On occasions when the Adviser deems officers and the purchase or sale of a security to be in the best interest Board of the Fund such information relating to portfolio transactions 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 efficient executionthey may reasonably request. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients3.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees1934, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser shall initially determine the identity and number of shares of the securities to be accepted in exchange for creation units for the Fund and the identity and number of shares of the securities that will be applicable that day to redemption requests received for such Fund (and may give directions to the Fund’s custodian with respect to such designation).

Portfolio Transactions. The Adviser Manager shall place all orders for the purchase and sale of portfolio securities for the account of the Fund LLC with brokers or dealers selected by the AdviserManager, although the Fund LLC will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(dSECTION 3(D). In placing portfolio transactions for the FundLLC, it is recognized that the Adviser Manager will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser Manager may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser Manager may be a party. It is understood that neither the Fund LLC nor the Adviser Manager has adopted a formula for allocation of the Fund’s LLC's investment transaction business. It is also understood that it is desirable for the Fund LLC that the Adviser Manager have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund LLC than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser Manager is authorized to place orders for the purchase and sale of securities for the Fund LLC with such brokers, subject to review by the LLC's Board of Managers from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser Manager in connection with its services to other clients. On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Fund LLC as well as other clients, the AdviserManager, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund LLC and to such other clients.

Portfolio Transactions. In connection with the management of the investment and reinvestment of the Fund, the Subadviser, acting by its own officers, directors or employees or by a duly authorized subcontractor, is authorized to select the broker or dealers that will execute purchase and sale transactions for the Trust. The Adviser shall place all Subadviser agrees that when executing orders for the purchase Fund pursuant to this Agreement, the Subadviser will seek best execution consistent with applicable law and sale of portfolio securities for the account comply with its order execution and allocation policies. The Adviser acknowledges that it has received copies of the Fund with brokers Subadviser’s order execution and allocation policies for itself and on behalf of the Trust (the “Order Execution Policy” and the “Allocation Policy”, respectively), as may be amended from time to time, provided that, to the extent there are any material amendments to the Order Execution Policy or dealers selected by the AdviserAllocation Policy, although an updated policy will be provided to the Fund will pay Adviser (and are otherwise available upon request to the actual brokerage commissions on portfolio transactions in accordance with Section 3(dSubadviser). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts to secure the most favorable price and efficient execution. Consistent with this policy, the Adviser The Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such brokers. It is understood that procedures of the services provided by such brokers Trust as may be useful or beneficial in effect from time to time, the Adviser in connection with its services Subadviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous. The Subadviser also may cause the Fund to enter into other clientstypes 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 Adviser Subadviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the AdviserSubadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, may aggregate the securities to be so sold or purchased in order to obtain the most favorable price or best execution and lower brokerage commissions and efficient executioncommissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in accordance with the Allocation Policy. The Adviser for itself and on behalf of the Trust acknowledges that aggregation may on some occasions operate to the disadvantage of the Fund. The Subadviser will advise the Fund’s custodian or such depository or agents as may be designated by the custodian and the Adviser as soon as reasonably practicable of each purchase and 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 relevant instructions to the custodian, the Subadviser shall have no responsibility or liability for the acts, omissions or other conduct of the custodian. The Adviser shall procure that each of the Fund’s custodian and any other third party appointed with respect to the Trust or the Fund, co-operates fully with the Subadviser in the manner it considers to be the most equitable and consistent connection with its fiduciary obligations to investment management of the Fund and in order to such other clientsenable the Subadviser properly to discharge its duties hereunder.

Portfolio Transactions. The Sub-Adviser shall place all orders for is authorized to select the purchase brokers or dealers that will execute purchases and sale sales of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it Portfolio and is recognized that the Adviser will directed to use commercially reasonable efforts to secure obtain the most favorable price best net results as described in the Trust’s currently effective prospectus and efficient executionstatement of additional information. Consistent with this policyIn evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Sub-Adviser may also consider the financial responsibility, brokerage and research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided to a Fund and/or other accounts over which the Sub-Advisor may exercise investment discretion. The Sub-Adviser 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 restrictions of the Funds that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and guidelines established research services provided by such broker or dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to a Fund. Such authorization is subject to termination at any time by the Board of Trustees, Trustees of the Adviser is authorized to place orders Trust for the purchase and sale of securities for the Fund with such brokersany reason. 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 When Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Portfolio as well as other clientsclients of Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or best net results of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will shall be made by the Sub- Adviser in the manner it Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund Portfolio and to such other clients. Further, the Trust has adopted procedures pursuant to Rules 17(a) and 17(e) under the Investment Company Act of 1940 relating to transactions among a Portfolio and affiliated person thereof (Rule 17(a)), and transactions between a Portfolio and an affiliated broker or dealer (Rule 17(e)). Sub-Adviser shall at all times conduct its activities in compliance with such procedures as provided to it by the Adviser. The Adviser will identify all brokers and dealers affiliated with the Trust, the Adviser, and the Trust’s principal underwriter (and the other Sub-Advisers of the Fund, to the extent such information is necessary for the Sub-Advisor to comply with applicable federal securities laws), other than those whose sole business is the distribution of mutual fund shares, who effect securities transactions for customers. The Adviser shall promptly furnish a written notice to the Sub-Adviser if the information so provided is no longer accurate. Sub-Adviser shall prepare a report at the end of each fiscal quarter reporting on Sub-Adviser’s compliance with such procedures and setting forth in reasonable detail any transactions which were in violation of such procedures. Sub-Adviser will promptly communicate to the officers and the directors of the Adviser and Trust such other information relating to Portfolio transactions as they may reasonably request.

Portfolio Transactions. The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Sub- Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d)) of the Advisory Agreement. In placing portfolio transactions for the Fund, it is recognized that the Sub-Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Sub- Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Fund nor the Sub-Adviser has adopted a formula for allocation of the Fund’s Funds investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees1934, the Sub- Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Trusts Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Sub-Adviser in connection with its services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub- Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all orders for In connection with the management of the investment and reinvestment of each Fund, the Subadvisor, 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 of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the FundTrust. In executing portfolio transactions and selecting brokers or dealers, it is recognized that if any, the Adviser Subadvisor will use commercially reasonable its best efforts to secure seek on behalf of each Fund the most favorable price and efficient executionbest overall terms available. Consistent with this policyIn assessing the best overall terms available for any transaction, the Adviser Subadvisor shall consider all factors it deems relevant, including the breadth of the market in and the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, with respect to the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer, if any, to execute a particular transaction, the Subadvisor may also consider the financial responsibility, brokerage and research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 1934) provided to the Subadvisor with respect to the Fund and/or other accounts over which the Subadvisor exercises investment discretion. The Subadvisor may pay to a broker or dealer who provides such brokerage and any restrictions and guidelines established by research services a commission for executing a portfolio transaction which is in excess of the Board amount of Trusteescommission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser is authorized Subadvisor determines in good faith that such commission was reasonable in relation to place orders for the purchase value of the brokerage and sale of research services provided. The Subadvisor may buy securities for a Fund at the same time it is selling such securities for another client account and may sell securities for a Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such brokers. It is understood that procedures of the services provided by such brokers Trust as may be useful or beneficial in effect from time to time, the Adviser in connection with its services Subadvisor may effectuate cross transactions between a Fund and such other account if it deems this to be advantageous. The Subadvisor also may cause a Fund to enter into other clientstypes 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 Adviser Subadvisor deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the AdviserSubadvisor, to the extent permitted by applicable laws and regulations, mayand in compliance with such procedures of the Trust as may be in effect from time to time, but shall be under no obligation to, may aggregate the securities to be so sold or purchased in order to obtain the most favorable price or best execution and lower brokerage commissions and efficient executioncommissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Subadvisor 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 Subadvisor will advise a Fund’s custodian or such depository or agents as may be designated by the custodian and the Adviser promptly of each purchase and 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 Subadvisor 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 Subadvisor giving proper instructions to the custodian, the Subadvisor shall have no responsibility or liability for the acts, omissions or other clientsconduct of the custodian. The Subadvisor 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 Subadvisor agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of any Fund and/or brokers and 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 Subadvisor shall refrain from purchasing such securities for a Fund or directing any portfolio transaction to any such broker or dealer on behalf of the Fund, unless and until the written approval of the Adviser to do so is obtained, but the Subadvisor shall not be liable to the Fund for so acting. In addition, the Subadvisor agrees that it shall not direct portfolio transactions for a Fund through any broker or dealer that is an “affiliated person” of the Subadvisor (as that term is defined in the 1940 Act or interpreted under applicable rules and regulations of the Securities and Exchange Commission) without the prior written approval of the Adviser and in no event shall the Subadvisor direct portfolio transactions on behalf of the Fund to any broker/dealer in recognition of sales of shares of any investment company or receipt of research or other service without prior written approval of the Adviser. The Adviser agrees that it will provide the Subadvisor with a list of brokers and dealers that are “affiliated persons” of the Funds.

Portfolio Transactions. The Adviser shall place all orders for In connection with the management of the investment and reinvestment of each Fund, the Subadvisor, acting by its own officers, directors or employees or by a duly authorized subcontractor, is authorized to select the broker or dealers that will execute purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the FundTrust. In executing portfolio transactions and selecting brokers or dealers, it is recognized that if any, the Adviser Subadvisor will use commercially reasonable its best efforts to secure seek on behalf of a Fund the most favorable price and efficient executionbest overall terms available. Consistent with this policyIn assessing the best overall terms available for any transaction, the Adviser Subadvisor shall consider all factors it deems relevant, including the breadth of the market in and the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, with respect to the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer, if any, to execute a particular transaction, the Subadvisor may also consider the financial responsibility, brokerage and research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 1934) provided to the Subadvisor with respect to Fund and/or other accounts over which the Subadvisor exercises investment discretion. The Subadvisor may pay to a broker or dealer who provides such brokerage and any restrictions and guidelines established by research services a commission for executing a portfolio transaction which is in excess of the Board amount of Trusteescommission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser is authorized Subadvisor determines in good faith that such commission was reasonable in relation to place orders for the purchase value of the brokerage and sale of research services provided. The Subadvisor may buy securities for a Fund at the same time it is selling such securities for another client account and may sell securities for a Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such brokers. It is understood that procedures of the services provided by such brokers Trust as may be useful or beneficial in effect from time to time, the Adviser in connection with its services Subadvisor may effectuate cross transactions between a Fund and such other account if it deems this to be advantageous. The Subadvisor also may cause a Fund to enter into other clientstypes 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 Adviser Subadvisor deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the AdviserSubadvisor, to the extent permitted by applicable laws and regulations, mayand in compliance with such procedures of the Trust as may be in effect from time to time, but shall be under no obligation to, may aggregate the securities to be so sold or purchased in order to obtain the most favorable price or best execution and lower brokerage commissions and efficient executioncommissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Subadvisor 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 Subadvisor will advise the Funds’ custodian or such depository or agents as may be designated by the custodian and the Adviser promptly of each purchase and 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 Subadvisor 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 Subadvisor giving proper instructions to the custodian, the Subadvisor shall have no responsibility or liability for the acts, omissions or other clientsconduct of the custodian. The Subadvisor 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 Subadvisor agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of any Fund and/or brokers and dealers through which portfolio transactions on behalf of the Funds may not be effected, including, without limitation, brokers or dealers affiliated with the Adviser. The Subadvisor shall refrain from purchasing such securities for the Fund or directing any portfolio transaction to any such broker or dealer on behalf of the Fund, unless and until the written approval of the Adviser to do so is obtained, but the Subadvisor shall not be liable to the Fund for so acting. In addition, the Subadvisor agrees that it shall not direct portfolio transactions for the Fund through any broker or dealer that is an “affiliated person” of the Subadvisor (as that term is defined in the 1940 Act or interpreted under applicable rules and regulations of the Securities and Exchange Commission) without the prior written approval of the Adviser and in no event shall the Subadvisor direct portfolio transactions on behalf of the Fund to any broker/dealer in recognition of sales of shares of any investment company or receipt of research or other service without prior written approval of the Adviser. The Adviser agrees that it will provide the Subadvisor with a list of brokers and dealers that are “affiliated persons” of the Funds.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s Fund s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees1934, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Trust s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. SECTION 3.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d)) . In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all orders for In the purchase and sale of portfolio securities for the account course of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing ’s execution of portfolio transactions for the Fund, it is recognized agreed that the Adviser shall employ securities brokers and dealers which, in its judgment, will use commercially be able to satisfy the policy of the Fund to seek the best execution of its portfolio transactions at reasonable efforts expenses. For purposes of this agreement, “best execution” shall be interpreted in accordance with applicable law as it pertains to secure the most favorable price management of registered investment companies by registered investment advisers. Under such conditions as may be specified by the Company’s Board of Directors in the interest of its shareholders and efficient execution. Consistent to ensure compliance with this policyapplicable law and regulations, the Adviser may consider (a) place orders for the financial responsibility, research and investment information and other services provided by brokers purchase or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation sale of the Fund’s investment transaction business. It is also understood that it is portfolio securities with its affiliate, Gabelli & Company, Inc. (or any other affiliate); and (b) pay commissions to brokers other than its affiliate which are higher than might be charged by another qualified broker to obtain brokerage and/or research services considered by the Adviser to be useful or desirable in the performance of its duties hereunder and for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to management of other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to advisory accounts over which it or its affiliates exercise investment discretion in accordance with Section 28(e) of the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”). With respect to Section 17(e) of the Act and any restrictions and guidelines established by Section 11(a) of the Board of TrusteesExchange Act, the Adviser Company hereby expressly consents and agrees that any associated person of the Adviser, including, without limitation, Gabelli & Company, Inc., may effect securities transactions on any exchange of which such associated person is authorized to place orders for the purchase a member, and sale of securities for the Fund with such brokers. It is understood that the services provided by Adviser, and such brokers associated person, may be useful receive or beneficial retain compensation in connection therewith, to the Adviser in connection with its services to other clientsextent permitted under applicable law. On occasions when the Adviser deems the purchase or sale of a security or other investment to be in the best interest of the Fund Company, as well as other clientsfunds advised by the Adviser, the AdviserAdviser may, to the extent permitted by applicable laws law and regulations, may, but shall not be under no obligation obligated to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or best execution and lower brokerage commissions and efficient executioncommissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner that it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsCompany, on behalf of the Fund.

Portfolio Transactions. The Adviser shall place all orders for In connection with the investment and reinvestment of a Fund’s assets, the Advisor has the authority to select the brokers or dealers that will execute purchase and sale of portfolio securities transactions for the account of the such Fund with brokers or dealers selected as directed by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will Sub-Advisor and to use commercially all reasonable efforts to secure obtain the best available price and most favorable price execution with respect to all such purchases and efficient executionsales of portfolio securities. Consistent The Advisory and Sub-Advisor shall jointly maintain records adequate to demonstrate compliance with the requirements of this policy, section. Subject to such policies as the Adviser Board may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost adopt with respect to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price Funds and efficient execution. Therefore, subject to consistent with Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees1934, as amended, the Adviser is authorized Advisor and Sub-Advisor shall jointly have the right to place orders for select as executing brokers-dealers those brokers- dealers who furnish research and similar services to a Fund or to the purchase and sale of securities for Sub-Advisor, notwithstanding that such broker-dealer(s) may charge a higher commission rate to the Fund with such brokers. It is understood that than may result when allocating brokerage solely on 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 basis 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 seeking the most favorable price price. The Advisor and Sub-Advisor shall jointly determine in good faith that such higher cost was reasonable in relation to the value of the brokerage and research services provided and shall make reasonable reports regarding such determination and description of the products and services obtained if so requested by the Board. The Advisor has the authority to direct the Custodian to open and maintain brokerage accounts for securities and other property, including financial and commodity futures and commodities and options thereon (all such accounts hereinafter called “brokerage accounts”) for and in the name of each Fund and to execute for each such Fund as its agent and attorney-in-fact standard customer agreements with such broker or lower brokerage commissions brokers as the Advisor and efficient executionSub-Advisor shall select as provided above. In The Advisor may, using such event, allocation of the securities so purchased or sold, as well and other property of a Fund as the expenses incurred in Advisor deems necessary or desirable, direct the transactionCustodian to deposit for such Fund original and maintenance brokerage and margin deposits and otherwise direct payments of cash, will be made by the Adviser in the manner it considers to be the most equitable cash equivalents and consistent with its fiduciary obligations to the Fund securities and other property into such brokerage accounts and to such brokers as the Advisor deems desirable or appropriate. The Advisor shall cause all securities and other clientsproperty purchased or sold with respect a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. The Advisor shall notify the Custodian as soon as practicable of the necessary information to enable the Custodian to effect such settlements. All securities and other property of a Fund shall remain in the direct or indirect custody of the Custodian. The Advisor further shall have the authority to instruct the Custodian (i) to pay cash for securities and other property delivered to the Custodian for the account of a Fund, (ii) to deliver securities and other property against payment for the account of a Fund, and (iii) to transfer a Fund’s assets and funds to such brokerage accounts as the Advisor or Sub- Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. The Advisor shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Sub-Advisor except as expressly provided herein.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s 's investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may may, to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934, consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s Funds investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Trusts Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s 's investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees1934, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. SECTION 3.

Portfolio Transactions. The Adviser shall place all orders for In connection with the management of the investment and reinvestment of each Fund, the Subadvisor, acting by its own officers, directors or employees or by a duly authorized subcontractor, is authorized to select the broker or dealers that will execute purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the FundTrust. In executing portfolio transactions and selecting brokers or dealers, it is recognized that if any, the Adviser Subadvisor will use commercially reasonable its best efforts to secure seek on behalf of each Fund the most favorable price and efficient executionbest overall terms available. Consistent with this policyIn assessing the best overall terms available for any transaction, the Adviser Subadvisor shall consider all factors it deems relevant, including the breadth of the market in and the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, with respect to the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer, if any, to execute a particular transaction, the Subadvisor may also consider the financial responsibility, brokerage and research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 1934) provided to the Subadvisor with respect to the Fund and/or other accounts over which the Subadvisor exercises investment discretion. The Subadvisor may pay to a broker or dealer who provides such brokerage and any restrictions and guidelines established by research services a commission for executing a portfolio transaction which is in excess of the Board amount of Trusteescommission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser is authorized Subadvisor determines in good faith that such commission was reasonable in relation to place orders for the purchase value of the brokerage and sale of research services provided. The Subadvisor may buy securities for a Fund at the same time it is selling such securities for another client account and may sell securities for a Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such brokers. It is understood that procedures of the services provided by such brokers Trust as may be useful or beneficial in effect from time to time, the Adviser in connection with its services Subadvisor may effectuate cross transactions between a Fund and such other account if it deems this to be advantageous. The Subadvisor also may cause a Fund to enter into other clientstypes 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 Adviser Subadvisor deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the AdviserSubadvisor, to the extent permitted by applicable laws and regulations, mayand in compliance with such procedures of the Trust as may be in effect from time to time, but shall be under no obligation to, may aggregate the securities to be so sold or purchased in order to obtain the most favorable price or best execution and lower brokerage commissions and efficient executioncommissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Subadvisor 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 Subadvisor will advise a Fund’s custodian or such depository or agents as may be designated by the custodian and the Adviser promptly of each purchase and 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 Subadvisor 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 Subadvisor giving proper instructions to the custodian, the Subadvisor shall have no responsibility or liability for the acts, omissions or other clientsconduct of the custodian. The Subadvisor 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 Subadvisor agrees that the Adviser shall have the right by written notice to identify specific issuers, brokers or dealers affiliated with the Adviser, or as otherwise required by applicable law with respect to a particular issuer, broker or dealer, in which or through which portfolio transactions on behalf of the Funds may not be engaged or effected. The Subadvisor shall refrain from engaging or effecting any such transactions on behalf of the Fund, unless and until the written approval of the Adviser to do so is obtained, but the Subadvisor shall not be liable to the Managers Fixed Income Fund for so acting. In addition, the Subadvisor agrees that it shall not direct portfolio transactions for a Fund through any broker or dealer that is an “affiliated person” of the Subadvisor (as that term is defined in the 1940 Act or interpreted under applicable rules and regulations of the Securities and Exchange Commission) without the prior written approval of the Adviser, which shall not be unreasonably withheld, and in no event shall the Subadvisor direct portfolio transactions on behalf of the Fund to any broker/dealer in recognition of sales of shares of any investment company or receipt of research or other service without prior written approval of the Adviser, which shall not be unreasonably withheld. The Adviser agrees that it will provide the Subadvisor with a list of brokers and dealers that are “affiliated persons” of the Funds or affiliated persons of the Subadvisor.

Portfolio Transactions. The Adviser Manager shall place all orders for the purchase and sale of portfolio securities for the account of the Fund LLC with brokers or dealers selected by the AdviserManager, although the Fund LLC will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the FundLLC, it is recognized that the Adviser Manager will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser Manager may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser Manager may be a party. It is understood that neither the Fund LLC nor the Adviser Manager has adopted a formula for allocation of the Fund’s LLC's investment transaction business. It is also understood that it is desirable for the Fund LLC that the Adviser Manager have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund LLC than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser Manager is authorized to place orders for the purchase and sale of securities for the Fund LLC with such brokers, subject to review by the LLC's Board of Managers from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser Manager in connection with its services to other clients. On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Fund LLC as well as other clients, the AdviserManager, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund LLC and to such other clients. SECTION 3.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may may, to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934, consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s 's investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all orders for In connection with the management of the investment and reinvestment of each Fund, the Sub-Adviser, acting by its own officers, directors or employees or by a duly authorized subcontractor, is authorized to select the broker or dealers that will execute purchase and sale of portfolio securities transactions for the account Trust. In executing portfolio transactions and selecting brokers or dealers, if any, the Sub-Adviser will use its best efforts to seek on behalf of a Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the Fund with brokers market and the price of the security, the financial condition and execution capability of the broker or dealers selected by dealer, and the Adviserreasonableness of the commission, although if any (for the Fund will pay the actual brokerage commissions specific transaction and on portfolio transactions in accordance with Section 3(da continuing basis). In placing portfolio transactions for evaluating the Fundbest overall terms available, it is recognized that and in selecting the Adviser will use commercially reasonable efforts broker or dealer, if any, to secure the most favorable price and efficient execution. Consistent with this policyexecute a particular transaction, the Sub-Adviser may also consider the financial responsibility, brokerage and research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by 1934) provided to the Board Sub- Adviser with respect to the Government Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. With the prior approval of the Trustees, the Sub-Adviser may pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction which is authorized in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relating to place orders for the value of the brokerage and research services provided. Such prior approval may be obtained from the Trustees with respect to the Sub- Adviser's investment program and need not be obtained on a transaction-by-transaction basis. The Sub-Adviser will advise the Funds' custodian and the Adviser promptly of each purchase and 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 Sub-Adviser shall, upon due notice from the Adviser, provide such periodic and special reports describing any such research, advice or other services received and the incremental commissions, net price or other consideration to which they relate. Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of any Fund and/or brokers and 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 Sub-Adviser shall refrain from purchasing such securities for the Fund with or directing any portfolio transaction to any such brokers. It broker or dealer on behalf of the Fund, unless and until the written approval of the Adviser to do so is understood that obtained, but the services provided by such brokers may Sub-Adviser shall not be useful or beneficial liable to the Government Fund for so acting. In addition, the Sub-Adviser agrees that it shall not direct portfolio transactions for the Fund through any broker or dealer that is an "affiliated person" of the Sub-Adviser (as that term is defined in connection with its services to other clients. On occasions when the Act or interpreted under applicable rules and regulations of the Securities and Exchange Commission) without the prior written approval of the Adviser deems and in no event shall the purchase or sale of a security to be in the best interest Sub-Adviser direct portfolio transactions on behalf of the Fund as well as to any broker/dealer in recognition of sales of shares of any investment company or receipt of research or other clients, service without prior written approval of 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Sub-Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d)) of the Advisory Agreement. For that limited purpose, the Sub-Adviser is authorized as the agent of the Fund to give instructions to the custodian of the Fund as to deliveries of securities or other investments and payments of cash for the account of the Fund. In placing portfolio transactions for the Fund, it is recognized that the Sub-Adviser will use commercially reasonable efforts to secure the most favorable price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Fund nor the Sub-Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Fund’s Board of TrusteesDirectors, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers. It is understood that the services provided by such brokers may be useful or beneficial to the Sub-Adviser in connection with its services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The In selecting broker-dealers and negotiating brokerage commission rates pursuant to ss.3(c) hereof, Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price prices and efficient execution. Consistent with this policy, the Adviser executions may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither none of the Fund Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the the Fund’s 's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Trust and the Fund than would otherwise may result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price prices and efficient executionexecutions. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Adviser and the Trust's Board of Trustees of the Trust, from time to time, with respect to the extent and continuation of this practice, and in accordance with any applicable policies or procedures as may be adopted by the Board of Trustees of the Trust or the Adviser from time to time as to which the Sub-Adviser has prior written notice. It is understood The Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such brokers broker or dealer viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities with respect to the clients of the Sub-Adviser as to which the Sub-Adviser exercises investment discretion. The Adviser recognizes that all research services and research that the Sub-Adviser receives are available for all clients of the Sub-Adviser, and that the Fund and other clients of the Sub-Adviser may be useful or beneficial benefit thereby. The Sub-Adviser will promptly communicate to the Adviser in connection and to the officers and Board of Trustees of the Trust such information relating to the Fund transactions as they may reasonably request. To the extent consistent with its services to other clients. On occasions when applicable law and with any applicable policies or procedures adopted by the Board of Trustees of the Trust or the Adviser deems from time to time as to which the Sub-Adviser has prior written notice, the Sub-Adviser may aggregate purchase or sale sell orders for the Fund with contemporaneous purchase or sell orders of a security to be in the best interest other clients 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 Sub-Adviser or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient executionits affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers the Sub-Adviser determines to be the most equitable and consistent with its and its affiliates' fiduciary obligations to the Fund and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

Portfolio Transactions. The Adviser Manager shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the AdviserManager, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section paragraph 3(d)) . In placing portfolio transactions for the Fund, it is recognized that the Adviser Manager will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser Manager may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser Manager may be a party. It is understood that neither the Fund nor the Adviser Manager has adopted a formula for allocation of the Fund’s 's investment transaction business. It is also understood that it is desirable for the Fund that the Adviser Manager have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser Manager is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser Manager in connection with its services to other clients. On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the AdviserManager, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, transaction will be made by the Adviser Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts to secure the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost 2 to the Fund than would otherwise result when allocating brokerage transactions Subadvisory Agreement is hereby amended to other brokers on include the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers. It is understood that the services provided by such brokers may be useful or beneficial to the 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 following provision: To the extent permitted by applicable laws the Portfolios’ current prospectus and regulationsstatement of additional information, maythe Subadviser is hereby directed and authorized by the Adviser to (i) negotiate, enter into and execute trading and other 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 the 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 investments and transactions contemplated by the Portfolios’ investment guidelines and (ii) effect transactions in derivatives with such counterparties, in such a manner and on such trading venues as the Subadviser considers appropriate. Where applicable, all such transactions shall be under no obligation toeffected in accordance with the rules and regulations (if any) of the relevant trading venue and the Subadviser may take all such steps as the 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 the Adviser, aggregate the securities Subadviser will provide copies of any such agreements or other documents to the Adviser. The 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 documentation as may be so sold or purchased required by such Market Participants in connection with the Subadviser’s use of derivatives and/or in order to obtain the most favorable price effect, clear or lower brokerage commissions and efficient execution. In such event, allocation otherwise manage transactions in derivatives on behalf of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsPortfolios.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts to secure the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of TrusteesManagers, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers. It is understood that the services provided by such brokers may be useful or beneficial to the 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser Manager shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the AdviserManager, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser Manager will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser Manager may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser Manager may be a party. It is understood that neither the Fund nor the Adviser Manager has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser Manager have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser Manager is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Fund’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser Manager in connection with its services to other clients. On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the AdviserManager, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may may, to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934, consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Fund’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all In connection with the management of the investment and reinvestment of the Fund Accounts' assets, Subadviser will select the brokers or dealers that will execute purchase and sale transactions for the Fund Accounts, subject to the conditions herein. In the selection of broker-dealers and the placement of orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts to secure the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable investments for the Fund that Accounts, Subadviser shall use its best efforts to obtain for the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost Fund Accounts the best execution available, except to the Fund than would otherwise result when allocating extent it may be permitted to pay higher brokerage transactions commissions for brokerage and research services as described below. In using its best efforts to obtain the best execution available, bearing in mind each Fund's best interests at all times, Subadviser shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission and dealer's spread or xxxx-up, the timing of the transaction taking into account market prices and trends, the reputation, experience, and financial stability of the broker-dealer involved, the general execution and operational facilities of the broker-dealer and the quality of service rendered by the broker- dealer in other brokers on transactions. Subject to such policies as the basis of seeking Board may determine and to the most favorable price and efficient execution. Therefore, subject to extent authorized by Section 28(e) of the Securities Exchange Act of 1934 ("Exchange Act"), Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund Account to pay a broker-dealer that provides brokerage and any restrictions research services to Subadviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer offering equally good execution capability in the portfolio investment would have charged for effecting that transaction if Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers. It is understood that the research services provided by such brokers may be useful broker-dealer, viewed in terms of either that particular transaction or beneficial Subadviser's overall responsibilities with respect to the Adviser in connection with its services Fund and to other clientsclients of Subadviser as to which Subadviser exercises investment discretion. The Board or Adviser may direct Subadviser in writing, subject to Subadviser's agreement and its reasonable belief that it can seek to obtain best execution in following such direction, to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment. On occasions when the Adviser Subadviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clientsclients of Subadviser, the AdviserSubadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, may aggregate the securities to be so purchased or sold or purchased in order to attempt to obtain the most a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients over time. Subadviser may buy securities for a Fund Account at the same time it is selling such securities for another client account and may sell securities for a Fund Account at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Trust as may be in effect from time to time, Subadviser may effectuate cross transactions between a Fund Account and such other clientsaccount if it deems this to be advantageous. Subadviser may not consult with any other subadviser of the Trust concerning transactions in securities or other assets for any investment portfolio of the Trust, including a Fund, except that such consultations are permitted between the current and successor sub-advisers of the Series in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act. Subadviser will advise the Funds' custodian or such depository or agents as may be designated by the custodian and Adviser promptly of each purchase and 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, the identity of the effecting broker or dealer and any other pertinent data that the Funds' custodian may need to settle a security's purchase or sale. Subadviser shall not have possession or custody of any Fund's investments. The Trust shall be responsible for all custodial agreements and the payment of all custodial charges and fees and, upon Subadviser giving proper instructions to the custodian, Subadviser shall have no responsibility or liability for the acts, omissions or other conduct of the custodian, depository, or other agent designated by the custodian and Adviser. Notwithstanding the foregoing, Subadviser agrees that Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of any 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 Adviser. Subadviser shall refrain from purchasing such securities for a Fund Account or directing any portfolio transaction to any such broker or dealer on behalf of a Fund Account, unless and until the written approval of Adviser to do so is obtained. In addition, Subadviser agrees that it shall not direct portfolio transactions for the Fund Accounts through any broker or dealer that is an "affiliated person" (as that term is defined in the 1940 Act or interpreted under applicable rules and regulations of the Securities and Exchange Commission (the "SEC")) of Subadviser, except as permitted under the 1940 Act. Adviser agrees that it will provide Subadviser with a list of brokers and dealers that are affiliated persons of the Funds, or affiliated persons of such persons, and shall timely update that list as the need arises. The Funds agree that any entity or person associated with Adviser or Subadviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Funds that is permitted by Section 11(a) of the Exchange Act, and the Funds consent to the retention of compensation for such transactions.

Portfolio Transactions. The Adviser or a Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for either directly with the account of the Fund issuer or with brokers a broker or dealers dealer selected by the Adviser or the Sub-Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the each Fund's securities trades, it is recognized that the Adviser or Sub-Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution, so that the Fund's total cost or proceeds in each transaction will be the most favorable under all the circumstances. Consistent with Within the framework of this policy, the Adviser may consider the financial responsibility, research and investment information information, and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser or Sub-Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser and the Sub-Adviser have access to supplemental investment and market research and security securities and economic analysis analyses provided by brokers who and others. It is also understood that brokers providing such services may execute brokerage transactions at a higher cost to the Fund than would otherwise might result when allocating from the allocation of brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund may be made with brokers who provide such brokersresearch and analysis, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice to determine whether each Fund benefits, directly or indirectly, from such practice. It is understood by both parties that the services provided by Adviser may select broker-dealers for the execution of the Fund's portfolio transactions who provide research and analysis as the Adviser may lawfully and appropriately use in its investment management and advisory capacities, whether or not such brokers research and analysis may also be useful or beneficial to the Adviser or Sub-Adviser in connection with its services to other clients. On occasions when the Adviser or a Sub-Adviser deems the purchase or sale of a security to be in the best interest of one or more series of the Fund Trust, as well as of other clients, the Adviser or the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, may aggregate the securities to be so purchased or sold or purchased in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser or Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser is authorized to direct, or to permit any Sub-Adviser to direct, portfolio transactions to a broker-dealer which is an affiliated person of the Adviser or the Trust in accordance with such standards and procedures as may be approved by the Board in accordance with Rule 17e-1 under the 1940 Act, or other rules promulgated by the Securities and Exchange Commission. Any transaction placed with an affiliated broker-dealer must (i) be placed at the best available execution, and (ii) may not be a principal transaction.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the each Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the a Fund, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s a Fund s investment transaction business. It is also understood that it is desirable for the Fund Funds that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the a Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees1934, the Adviser is authorized to place orders for the purchase and sale of securities for the a Fund with such brokers, subject to review by the Trust s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the a 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Portfolio Transactions. The Adviser shall place all In connection with the management of the investment and reinvestment of the Fund Accounts' assets, Subadviser will select the brokers or dealers that will execute purchase and sale transactions for the Fund Accounts, subject to the conditions herein. In the selection of broker-dealers and the placement of orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts to secure the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable investments for the Fund that Accounts, Subadviser shall use its best efforts to obtain for the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost Fund Accounts the best execution available, except to the Fund than would otherwise result when allocating extent it may be permitted to pay higher brokerage transactions commissions for brokerage and research services as described below. In using its best efforts to obtain the best execution available, bearing in mind each Fund's best interests at all times, Subadviser shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission and dealer's spread or xxxx-up, the timing of the transaction taking into account market prices and trends, the reputation, experience, and financial stability of the broker-dealer involved, the general execution and operational facilities of the broker-dealer and the quality of service rendered by the broker- dealer in other brokers on transactions. Subject to such policies as the basis of seeking Board may determine and to the most favorable price and efficient execution. Therefore, subject to extent authorized by Section 28(e) of the Securities Exchange Act of 1934 ("Exchange Act"), Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund Account to pay a broker-dealer that provides brokerage and any restrictions research services to Subadviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer offering equally good execution capability in the portfolio investment would have charged for effecting that transaction if Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers. It is understood that the research services provided by such brokers may be useful broker-dealer, viewed in terms of either that particular transaction or beneficial Subadviser's overall responsibilities with respect to the Adviser in connection with its services Fund and to other clientsclients of Subadviser as to which Subadviser exercises investment discretion. The Board or Adviser may direct Subadviser in writing, subject to Subadviser's agreement and its reasonable belief that it can seek to obtain best execution in following such direction, to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment. On occasions when the Adviser Subadviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clientsclients of Subadviser, the AdviserSubadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, may aggregate the securities to be so purchased or sold or purchased in order to attempt to obtain the most a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients over time. Subadviser may buy securities for a Fund Account at the same time it is selling such securities for another client account and may sell securities for a Fund Account at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Trust as may be in effect from time to time, Subadviser may effectuate cross transactions between a Fund Account and such other clientsaccount if it deems this to be advantageous in accordance with Subadviser's Policy and Procedures on Order Execution. Subadviser may not consult with any other subadviser of the Trust concerning transactions in securities or other assets for any investment portfolio of the Trust, including a Fund, except that such consultations are permitted between the current and successor sub-advisers of the Series in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act. Subadviser will advise the Funds' custodian or such depository or agents as may be designated by the custodian and Adviser promptly of each purchase and 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, the identity of the effecting broker or dealer and any other pertinent data that the Funds' custodian may need to settle a security's purchase or sale. Subadviser shall not have possession or custody of any Fund's investments. The Trust shall be responsible for all custodial agreements and the payment of all custodial charges and fees and, upon Subadviser giving proper instructions to the custodian, Subadviser shall have no responsibility or liability for the acts, omissions or other conduct of the custodian, depository, or other agent designated by the custodian and Adviser. Notwithstanding the foregoing, Subadviser agrees that Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of any 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 Adviser. Subadviser shall refrain from purchasing such securities for a Fund Account or directing any portfolio transaction to any such broker or dealer on behalf of a Fund Account, unless and until the written approval of Adviser to do so is obtained. In addition, Subadviser agrees that it shall not direct portfolio transactions for the Fund Accounts through any broker or dealer that is an "affiliated person" (as that term is defined in the 1940 Act or interpreted under applicable rules and regulations of the Securities and Exchange Commission (the "SEC")) of Subadviser, except as permitted under the 1940 Act. Adviser agrees that it will provide Subadviser with a list of brokers and dealers that are affiliated persons of the Funds, or affiliated persons of such persons, and shall timely update that list as the need arises. The Funds agree that any entity or person associated with Adviser or Subadviser that is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Funds that is permitted by Section 11(a) of the Exchange Act, and the Funds consent to the retention of compensation for such transactions.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section Paragraph 3(d). In placing executing portfolio transactions for the Fundand selecting brokers or dealers, it is recognized that the Adviser will use commercially reasonable its best efforts to secure seek on behalf of the most favorable Trust or the Fund the best overall terms available for any transaction. The Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and efficient executionexecution capability of the broker or dealer, and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). Consistent with this policyTo the extent contemplated by the Trust's registration statement under the 1933 Act, in evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the financial responsibility, brokerage and research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 1934) provided to the Fund and/or other accounts over which the Adviser or an affiliate of the Adviser exercises investment discretion. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc. and any restrictions subject to seeking the most favorable combination of net price and guidelines established by the Board of Trusteesexecution available, the Adviser may consider sales of shares of a Fund as a factor in the selection of broker- dealers to execute portfolio transactions for the Fund. The Adviser is authorized to place orders pay to a broker or dealer who provides such brokerage and research services a commission for the purchase and sale of securities executing a portfolio transaction for the Fund with which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such brokers. It is understood that commission was reasonable in relation to the value of the brokerage and research services provided by such brokers broker or dealer, viewed in terms of that particular transaction or in terms of all of the accounts over which investment discretion is so exercised. The Adviser (or an affiliate of the Adviser) may be useful or beneficial to the Adviser act as broker for Trust in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security securities by or to be in the best interest of the Fund as well as other clients, the Adviser, Trust if and to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate procedures adopted from time to time by the securities to be so sold or purchased in order to obtain Trustees. Such brokerage services are not within the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation scope of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by duties of the Adviser under this agreement, and, within the limits permitted by law and the Trustees, the Adviser (or an affiliate of the Adviser) may receive brokerage commissions, fees or other remuneration from Trust for such services in the manner it considers addition to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsfee for services as Adviser.

Portfolio Transactions. The Adviser shall place all orders for the purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the Fund, it is recognized that the Adviser will use commercially reasonable efforts give primary consideration to secure securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s Fund s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to Section 28(e) of the Securities Exchange Act of 1934 and any restrictions and guidelines established by the Board of Trustees, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers, subject to review by the Trust s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful or beneficial to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as 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 efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. SECTION 3.

Portfolio Transactions. The Adviser shall place all orders for In connection with the management of the investment and reinvestment of each Fund, the Subadvisor, acting by its own officers, directors or employees or by a duly authorized subcontractor, is authorized to select the broker or dealers that will execute purchase and sale of portfolio securities for the account of the Fund with brokers or dealers selected by the Adviser, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Section 3(d). In placing portfolio transactions for the FundTrust. In executing portfolio transactions and selecting brokers or dealers, it is recognized that if any, the Adviser Subadvisor will use commercially reasonable its best efforts to secure seek on behalf of a Fund the most favorable price and efficient executionbest overall terms available. Consistent with this policyIn assessing the best overall terms available for any transaction, the Adviser Subadvisor shall consider all factors it deems relevant, including the breadth of the market in and the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, with respect to the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer, if any, to execute a particular transaction, the Subadvisor may also consider the financial responsibility, brokerage and research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Fund nor the Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to supplemental investment and market research and security and economic analysis provided by brokers who may execute brokerage transactions at a higher cost to the Fund than would otherwise result when allocating brokerage transactions to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 1934) provided to the Subadvisor with respect to the Fund and/or other accounts over which the Subadvisor exercises investment discretion. The Subadvisor may pay to a broker or dealer who provides such brokerage and any restrictions and guidelines established by research services a commission for executing a portfolio transaction which is in excess of the Board amount of Trusteescommission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser is authorized Subadvisor determines in good faith that such commission was reasonable in relation to place orders for the purchase value of the brokerage and sale of research services provided. The Subadvisor may buy securities for a Fund at the same time it is selling such securities for another client account and may sell securities for a Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such brokers. It is understood that procedures of the services provided by such brokers Trust as may be useful or beneficial in effect from time to time, the Adviser in connection with its services Subadvisor may effectuate cross transactions between a Fund and such other account if it deems this to be advantageous. The Subadvisor also may cause a Fund to enter into other clientstypes 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 Adviser Subadvisor deems the purchase or sale of a security to be in the best interest of the a Fund as well as other clients, the AdviserSubadvisor, to the extent permitted by applicable laws and regulations, mayand in compliance with such procedures of the Trust as may be in effect from time to time, but shall be under no obligation to, may aggregate the securities to be so sold or purchased in order to obtain the most favorable price or best execution and lower brokerage commissions and efficient executioncommissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Subadvisor 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 Subadvisor will advise the Funds’ custodian or such depository or agents as may be designated by the custodian and the Adviser promptly of each purchase and 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 Subadvisor 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 Subadvisor giving proper instructions to the custodian, the Subadvisor shall have no responsibility or liability for the acts, omissions or other clientsconduct of the custodian. The Subadvisor 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 Subadvisor agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of any Fund and/or brokers and 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 Subadvisor shall refrain from purchasing such securities for the Fund or directing any portfolio transaction to any such broker or dealer on behalf of the Fund, unless and until the written approval of the Adviser to do so is obtained, but the Subadvisor shall not be liable to the Fund for so acting. In addition, the Subadvisor agrees that it shall not direct portfolio transactions for the Fund through any broker or dealer that is an “affiliated person” of the Subadvisor (as that term is defined in the Act or interpreted under applicable rules and regulations of the Securities and Exchange Commission) without the prior written approval of the Adviser and in no event shall the Subadvisor direct portfolio transactions on behalf of the Fund to any broker/dealer in recognition of sales of shares of any investment company or receipt of research or other service without prior written approval of the Adviser. The Adviser agrees that it will provide the Subadvisor with a list of brokers and dealers that are “affiliated persons” of the Funds.