Common use of Brokerage Clause in Contracts

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy the Investment Adviser’s obligation to obtain best price and sell securities for each Fundexecution, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Investment Adviser shall have full discretion to select brokers or dealers to effect the express authority to negotiate, open, continue purchase and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-sale of securities. When the Investment Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow places orders for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to for the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy Portfolio, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution or dealer has furnished statistical, research or other information or services for the benefit of the transaction at Portfolio directly or indirectly. Without limiting the best obtainable price and taking into account all relevant factors and considerations generality of the specific transactionforegoing, with payment of the Investment Adviser is authorized to cause the Portfolio to pay brokerage commissions which are may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that the Investment Adviser determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the brokerparticular transaction to which the commission relates or the Investment Adviser’s overall responsibilities with respect to accounts as to which the Investment Adviser exercises investment discretion. Consistent with this policy, and when selecting The Investment Adviser may aggregate securities orders so long as the Investment Adviser adheres to a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition policy of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer allocating investment opportunities to the investment performance Portfolio over a period of the applicable Fund time on a continuing basisfair and equitable basis relative to other clients. Subject In no instance will the Portfolio’s securities be purchased from or sold to such policies and procedures as the Fund’s principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Adviser shall report to the Board of Trustees may determineDirectors of the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Adviser, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, pursuant to the extent permissible under applicable lawforegoing paragraph, broker-dealer affiliates) who provide brokerage and/or research servicesand shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Investment Adviser to the Fund and the Investment Adviser’s other clients, as that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and that such services are defined commissions were paid in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy the Investment Adviser’s obligation to obtain best price and sell securities for each Fundexecution, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Investment Adviser shall have full discretion to select brokers or dealers to effect the express authority to negotiate, open, continue purchase and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-sale of securities. When the Investment Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow places orders for the purchase or sale of various forms securities for the Fund, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services for the benefit of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon Fund and, potentially, the Investment Adviser’s reasonable requestother clients, directly or indirectly. It is Without limiting the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution generality of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determineforegoing, the Sub-Investment Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and is authorized to cause such the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction brokerage commissions which may be in excess of the amount of commission another broker-dealer would have charged lowest rates available to brokers who execute transactions for effecting the Fund or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that transaction, if the Sub-Investment Adviser determines in good faith that such the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, broker viewed in terms of either that the particular investment transaction to which the commission relates or the Sub-Investment Adviser’s overall responsibilities with respect to such Fund and other accounts as to which the Sub-Investment Adviser exercises investment discretion (discretion. The Investment Adviser may aggregate securities orders so long as such term is defined in Section 3(a)(35) the Investment Adviser adheres to a policy of allocating investment opportunities to the Fund over a period of time on a fair and equitable basis relative to other clients. In no instance will the Fund’s securities be purchased from or sold to the Trust’s principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Adviser shall report to the Board of Trustees of the 1934 Act). Allocation of orders placed Trust at least quarterly with respect to brokerage transactions that were entered into by the Sub-Investment Adviser, pursuant to the foregoing paragraph, and shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Investment Adviser on behalf to the Fund and the Investment Adviser’s other clients, that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund, and potentially, the Investment Adviser’s other clients, over the long term. Further, the Investment Adviser will disclose to the Board of a Trustees: (i) all material new or amended arrangements it may have with regard to the Fund’ securities transactions, (ii) the utilization of “soft dollar commissions” by the Fund and the Investment Adviser with respect to the Fund, and (iii) such broker-dealers shall be in such amounts and proportions other matters as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as Board of Trustees may reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesrequest.

Brokerage. The With respect to the Sub-Adviser is Advisor’s Allocated Portion, the Sub-Advisor shall be responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, selection and for negotiation of brokerage commission rates. The Sub-Adviser shall have Advisor may direct orders to an affiliated person of the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf of Advisor or to any other broker-dealer who has been identified by the Funds. Adviser shall provide such assistance Advisor to the Sub-Adviser in setting up and maintaining brokerage accounts and Advisor as an affiliate of any other accounts as investment manager without prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees, provided that the Sub-Adviser Advisor does so in a manner consistent with Sections 17(a) and 17(e) of the Investment Company Act, Rule 17e-1 thereunder and the Rule 17e-1 procedures adopted by the Trust (a copy of which shall reasonably request to allow for by provided by the purchase or sale of various forms of securities and instruments pursuant to this AgreementAdvisor). The Sub-Adviser Advisor’s primary consideration in effecting a securities transaction will provide copies of all such agreements be best execution. In selecting a broker-dealer to the Adviser upon the Adviser’s reasonable request. It is execute each particular transaction, the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of Advisor may take the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors following into consideration, including (as applicable), but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Advisor and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for each Fund through broker-dealers (including, to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such brokera broker or dealer that provides (directly or indirectly) brokerage or research services to the Sub-dealers Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or and research services provided by such broker-broker or dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor’s or the Advisor’s overall responsibilities with respect to the Fund. The Sub-Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such Fund and brokers or dealers who also provide research or statistical material, or other accounts services, to which the Trust, the Advisor, any affiliate of either, or the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act)Advisor. Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable lawsdetermine, rules and regulations. The the Sub-Adviser will submit reports Advisor shall report on such allocations regularly to the Adviser as reasonably requested by Advisor and the Adviser, in such form as may be mutually agreed to by the parties heretoTrust, indicating the broker-dealers to whom such allocations have been made and the basis thereforetherefor. The On occasions when the Sub-Adviser shall not Advisor deems the purchase or sale of a security to be liable for any act in the best interest of the Fund as well as other clients of the Sub-Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or omission sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of any brokerage firm the securities so purchased or firms or counterparties designated by sold, as well as the Adviser or chosen expenses incurred in the transaction, will be made by the Sub-Adviser Advisor in the manner it considers to be the most equitable and consistent with reasonable care except by reason of its fiduciary obligations to the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting Fund and to such brokerage firms or firms or counterpartiesother clients.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy the Investment Adviser's obligation to obtain best price and sell securities for each Fundexecution, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Investment Adviser shall have full discretion to select brokers or dealers to effect the express authority to negotiate, open, continue purchase and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-sale of securities. When the Investment Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow places orders for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to for the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy Portfolio, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution or dealer has furnished statistical, research or other information or services for the benefit of the transaction at Portfolio directly or indirectly. Without limiting the best obtainable price and taking into account all relevant factors and considerations generality of the specific transactionforegoing, with payment of the Investment Adviser is authorized to cause the Portfolio to pay brokerage commissions which are may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that the Investment Adviser determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the brokerparticular transaction to which the commission relates or the Investment Adviser's overall responsibilities with respect to accounts as to which the Investment Adviser exercises investment discretion. Consistent with this policy, and when selecting The Investment Adviser may aggregate securities orders so long as the Investment Adviser adheres to a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition policy of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer allocating investment opportunities to the investment performance Portfolio over a period of the applicable Fund time on a continuing basisfair and equitable basis relative to other clients. Subject In no instance will the Portfolio's securities be purchased from or sold to such policies and procedures as the Fund's principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Adviser shall report to the Board of Trustees may determineDirectors of the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Adviser, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, pursuant to the extent permissible under applicable lawforegoing paragraph, broker-dealer affiliates) who provide brokerage and/or research servicesand shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Investment Adviser to the Fund and the Investment Adviser's other clients, as that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and that such services are defined commissions were paid in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible will select brokers and dealers to effect all orders for decisions the purchase and sale of Allocated Assets. In selecting brokers or dealers to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. Sub-Adviser shall have the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio execute transactions entered into by Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale Allocated Assets of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transactioneach Fund, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser will consider factors it deems relevant, including, without limitation, the breadth of the market in the security or commodity interest, the price available; of the reliabilitysecurity or commodity interest, integrity and the financial condition and execution capability of the broker-dealer; the size of and difficulty in executing the order; broker or dealer and the value reasonableness of the expected contribution of commission, if any, for the broker-dealer to the investment performance of the applicable Fund specific transaction and on a continuing basis. Subject In selecting brokers or dealers to such policies execute a particular transaction, and procedures as in evaluating the Board of Trustees may determinebest overall terms available, the Sub-Adviser shall have discretion is authorized to effect investment transactions for each Fund through broker-dealers consider the brokerage and research services (including, to within the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and amended) provided to cause such each Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and and/or other accounts to over which the Sub-Adviser exercises investment discretion (discretion. Except as such term is defined in Section 3(a)(35) of permitted by Rule 17a-10 under the 1934 1940 Act). Allocation of orders placed by , the Sub-Adviser on behalf of a Fund will not engage in principal transactions with respect to the Allocated Assets with any broker-dealer affiliated with the Adviser or with any other adviser to each Fund, and will engage in agency transactions with respect to the Allocated Assets with such affiliated broker-dealers shall be only in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity accordance with its responsibilities under all applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations provide to the Adviser a list of its affiliated broker-dealers, as reasonably requested by the Adviser, in such form as may be mutually agreed amended from time to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis thereforetime. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by will provide to the Sub-Adviser with reasonable care except by reason a list of the Subits affiliated broker-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesdealers and of those of each other adviser to each Fund.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fundthe Company, broker-dealer selection, and negotiation of brokerage commission rates. Sub-The 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 Sub-the Adviser on behalf of the FundsCompany. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-The Adviser will provide copies of all such brokerage agreements entered into by the Company to the Adviser upon the Adviser’s reasonable request, if applicable. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” ”, which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, the Adviser, in selecting broker-dealers and when selecting a broker the Sub-Adviser negotiating commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the broker’s execution capabilities and any research provided by the broker that aids the Adviser’s investment decision-making process; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund Company on a continuing basis. Subject to such policies and procedures and other written instructions as the Adviser or the Board of Trustees may determineadopt, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund the Company to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund the Company and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund the Company to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations brokerage placements to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such futures agreements entered into by the Funds to the Adviser upon the Adviser’s reasonable request, if applicable. It is the Sub-Adviser’s 's general policy in selecting a broker to effect a particular transaction to seek to obtain “"best execution,” ", which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker's execution capabilities and any research provided by the broker that aids the Sub-dealer to the Adviser's investment performance of the applicable Fund on a continuing basisdecision-making process. Subject to such policies and procedures as the Trust's Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s 's overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations brokerage placements to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy the Investment Adviser's obligation to obtain best price and sell securities for each Fundexecution, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Investment Adviser shall have full discretion to select brokers or dealers to effect the express authority to negotiate, open, continue purchase and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-sale of securities. When the Investment Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow places orders for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to for the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy Portfolio, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution or dealer has furnished statistical, research or other information or services for the benefit of the transaction at Portfolio directly or indirectly. Without limiting the best obtainable price and taking into account all relevant factors and considerations generality of the specific transactionforegoing, with payment of the Investment Adviser is authorized to cause the Portfolio to pay brokerage commissions which are may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that the Investment Adviser determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the brokerparticular transaction to which the commission relates or the Investment Adviser's overall responsibilities with respect to accounts as to which the Investment Adviser exercises investment discretion. Consistent with this policy, and when selecting The Investment Adviser may aggregate securities orders so long as the Investment Adviser adheres to a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition policy of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer allocating investment opportunities to the investment performance Portfolio over a period of the applicable Fund time on a continuing basisfair and equitable basis relative to other clients. Subject In no instance will the Portfolio’s securities be purchased from or sold to such policies and procedures as the Fund's principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Adviser shall report to the Board of Trustees may determineDirectors of the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Adviser, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, pursuant to the extent permissible under applicable lawforegoing paragraph, broker-dealer affiliates) who provide brokerage and/or research servicesand shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Investment Adviser to the Fund and the Investment Adviser's other clients, as that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and that such services are defined commissions were paid in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. A. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fundagrees that, in placing orders with broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow dealers for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek portfolio securities, it shall attempt to obtain “quality execution at favorable security prices (best price and execution,” which means prompt and efficient execution ); provided that, on behalf of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determineFund, the Sub-Adviser shall have discretion may, in its discretion, agree to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, pay a broker-dealer affiliates) who provide that furnishes brokerage and/or or research services, services as such services are defined in under Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and as interpreted a higher commission than that which might have been charged by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transactionthe same transactions, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or and research services provided by such the broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion (as such term is defined in under Section 3(a)(35) of the 1934 Act). Allocation In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. B. On occasions when the Sub-Adviser deems the purchase or sale of orders placed a security to be in the best interest of the Fund as well as other clients of the 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 purchased or sold to attempt to obtain 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 Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the manner the Sub-Adviser shall determine in good faith in conformity considers to be the most equitable and consistent with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations fiduciary obligations to the Adviser as reasonably requested by Fund and to its other clients. C. In addition to the Adviserforegoing, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser agrees that orders with reasonable care except broker-dealers for the purchase or sale of portfolio securities by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct Portfolio shall be placed in connection accordance with selecting such brokerage firms or firms or counterpartiesthe standards set forth in the Advisory Agreement.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy the Investment Adviser’s obligation to obtain best price and sell securities for each Fundexecution, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Investment Adviser shall have full discretion to select brokers or dealers to effect the express authority to negotiate, open, continue purchase and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-sale of securities. When the Investment Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow places orders for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy for a Portfolio, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution or dealer has furnished statistical, research or other information or services for the benefit of the transaction at Portfolio directly or indirectly. Without limiting the best obtainable price and taking into account all relevant factors and considerations generality of the specific transactionforegoing, with payment of the Investment Adviser is authorized to cause each Portfolio to pay brokerage commissions which are may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that the Investment Adviser determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the brokerparticular transaction to which the commission relates or the Investment Adviser’s overall responsibilities with respect to accounts as to which the Investment Adviser exercises investment discretion. Consistent with this policy, and when selecting The Investment Adviser may aggregate securities orders so long as the Investment Adviser adheres to a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition policy of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer allocating investment opportunities to the investment performance Portfolios over a period of the applicable Fund time on a continuing basisfair and equitable basis relative to other clients. Subject In no instance will a Portfolio’s securities be purchased from or sold to such policies and procedures as the Fund's principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Adviser shall report to the Board of Trustees may determineDirectors of the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Adviser, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, pursuant to the extent permissible under applicable lawforegoing paragraph, broker-dealer affiliates) who provide brokerage and/or research servicesand shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Investment Adviser to the Fund and the Investment Adviser's other clients, as that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and that such services are defined commissions were paid in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The As delegated by the Adviser, the Sub-Adviser is responsible for decisions to buy and sell securities for each the Fund and shall determine which entity will effect individual orders for the purchase and sale of securities for the Fund, . The Sub-Adviser is responsible for broker-dealer selection, and for negotiation of brokerage commission rates. , provided that neither the Adviser or Sub-Adviser shall have direct an order to an affiliated person of the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Adviser or Sub-Adviser on behalf of without general prior authorization to use such affiliated broker or dealer from the FundsTrust’s Chief Compliance Officer. Adviser shall provide such assistance to A primary consideration for the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as effecting a securities transaction will be execution at the most favorable price. However, in selecting a broker-dealer to execute each particular transaction, the Sub-Adviser shall reasonably request to allow for may take the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transactionfollowing, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policyamong other things, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board may determine and consistent with Section 28(e) of Trustees may determinethe 1934 Act, the Sub-Adviser shall not be deemed to have discretion acted unlawfully or to effect investment transactions for each Fund through broker-dealers (including, to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such brokera broker or dealer that provides (directly or indirectly) brokerage or research services to the Sub-dealers Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or and research services provided by such broker-broker or dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund the Fund. Subject to the same policies and other accounts to which legal provisions, the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services to the Trust, the Adviser, the Sub-Adviser on behalf of a Fund to such broker-dealers or any affiliated person thereof. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable lawsdetermine, rules and regulations. The the Sub-Adviser will submit reports shall report on such allocations regularly to the Adviser as reasonably requested by who shall report to the Adviser, in such form as may be mutually agreed to by the parties heretoTrust, indicating the broker-dealers to whom such allocations have been made and the basis thereforetherefor. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, the allocation of the securities so purchased or sold, as well as the expense incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients in accordance with the Sub-Adviser’s policies on trade allocation and aggregation. The Adviser authorizes and empowers the Sub-Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard institutional customer agreements with such broker or brokers as the Sub-Adviser shall select as provided herein. The Sub-Adviser shall cause all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund. The Sub-Adviser shall not be liable for any act have authority to cause the Custodian to deliver securities and other property or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by pay cash to the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesas expressly provided herein.

Brokerage. The In executing portfolio transactions and selecting brokers or dealers for the Fund, Sub-Adviser is responsible for decisions will use its best efforts to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser seek on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at Fund the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the brokeroverall terms available. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: In assessing the best price available; overall terms available under the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determinecircumstances for any transaction, the Sub-Adviser shall have discretion to effect investment transactions consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the skill, financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for each Fund through broker-dealers (includingthe specific transaction and on a continuing basis. In evaluating the best overall terms available under the circumstances, to and in selecting the extent permissible under applicable law, broker-dealer affiliates) who provide to execute a particular transaction, the Sub-Adviser may also consider the brokerage and/or and research services, services provided (as such services those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended 1934 (the “1934 Exchange Act”), and as interpreted ). Consistent with any guidelines established by the SECBoard of Directors of Penn Series and Section 28(e) of the Exchange Act, and to cause such Fund the Sub-Adviser is authorized to pay any to a broker or dealer who provides such broker-dealers an amount of brokerage and research services a commission for effecting executing a portfolio investment transaction for the Fund which is in excess of the amount of commission another broker-broker or dealer would have charged for effecting that transactiontransaction if, if but only if, the Sub-Adviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, broker or dealer — viewed in terms of either that particular investment transaction or in terms of the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which of the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of to its discretionary clients, including the 1934 Act)Fund. Allocation of orders placed by In addition, the Sub-Adviser on behalf of a Fund is authorized to such brokerallocate purchase and sale orders for securities to brokers or dealers that are affiliated with the Adviser or Sub-dealers shall be in such amounts and proportions as Adviser if the Sub-Adviser shall determine in good faith in conformity believes that the quality of the transaction and the commission are comparable to what they would be with its responsibilities under applicable lawsother qualified firms. In no instance, rules and regulations. The however, will the Fund’s assets be purchased from or sold to the Adviser or Sub-Adviser will submit reports on such allocations or any affiliated person of Penn Series, Adviser, or Sub-Adviser, acting as principal in the transaction, except to the Adviser as reasonably requested extent permitted by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made Securities and Exchange Commission (“SEC”) and the basis thereforeAct. The Sub-Adviser shall not advise Penn Series’ Board of Directors, when requested, as to all payments of commissions and as to its brokerage policies and practices and shall follow such instructions with respect thereto as may be liable given by Penn Series’ Board. Penn Series has identified all broker-dealers affiliated with either Penn Series or Adviser, other than those whose sole business is the distribution of mutual fund shares, who effect securities transactions for any act or omission of any brokerage firm or firms or counterparties designated by the customers. Adviser or chosen by the shall promptly furnish a written notice to Sub-Adviser with reasonable care except by reason of if the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesinformation so provided is no longer accurate.

Brokerage. The As delegated by the Adviser with respect to the Allocated Assets of each Fund, the Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates. , provided that neither the Adviser or Sub-Adviser shall have direct an order to an affiliated person of the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Adviser or Sub-Adviser on behalf of without general prior authorization to use such affiliated broker or dealer from the FundsTrust’s Chief Compliance Officer. Adviser shall provide such assistance The Sub-Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Sub-Adviser in setting up and maintaining brokerage accounts and may take the following, among other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transactionthings, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board may determine and consistent with Section 28(e) of Trustees may determinethe 1934 Act, the Sub-Adviser shall not be deemed to have discretion acted unlawfully or to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) have breached any duty created by this Agreement or otherwise solely by reason of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such its having caused a Fund to pay any such brokera broker or dealer that provides (directly or indirectly) brokerage or research services to the Sub-dealers Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or and research services provided by such broker-broker or dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund the Fund. Subject to the same policies and other accounts to which legal provisions, the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of a Fund to such brokerbrokers or dealers who also provide research or statistical material, or other services to the Trust, the Adviser, the Sub-dealers Adviser or any affiliate. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable lawsdetermine, rules and regulations. The the Sub-Adviser will submit reports shall report on such allocations regularly to the Adviser as reasonably requested by who shall report to the Adviser, in such form as may be mutually agreed to by the parties heretoTrust, indicating the broker-dealers to whom such allocations have been made and the basis thereforetherefor. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as of other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, the allocation of the securities so purchased or sold, as well as the expense incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to a Fund and to such other clients. The Adviser authorizes and empowers the Sub-Adviser to open and maintain trading accounts in the name of a Fund and to execute for the Fund as its agent and attorney-in-fact standard institutional customer agreements with such broker or brokers as the Sub-Adviser shall select as provided herein. The Sub-Adviser shall cause all securities and other property purchased or sold for a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of a Fund shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for a Fund and deliver securities and other property against payment for the Fund. The Sub-Adviser shall not be liable for any act have authority to cause the Custodian to deliver securities and other property or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by pay cash to the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesas expressly provided herein.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s 's reasonable request. It is the Sub-Adviser’s 's general policy in selecting a broker to effect a particular transaction to seek to obtain “"best execution,” " which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s 's overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s 's willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. Subject to (i) the over-riding objective of obtaining the best possible execution of orders; and (ii) review and approval of the Board of Trustees of the Trust, which may be conducted as often as quarterly, the Sub-Advisor shall place all orders for the purchase and sale of securities for the Fund with brokers or dealers selected by the Sub-Advisor, which may include brokers or dealers affiliated with the Sub-Advisor. All transactions with any affiliated person of the Trust, or where any such affiliated person acts as broker or agent in connection with any such transaction, shall be accomplished in compliance with the 1940 Act, the Advisers Act, the Securities Exchange Act of 1934, as amended, the rules adopted thereunder and the procedures adopted thereunder by the Trust. Purchase or sell orders for the Fund may be aggregated with contemporaneous purchase or sell orders of other clients of the Sub-Advisor; provided that (i) no advisory account will be favored by the Sub-Advisor over any other account; (ii) each client of the Sub-Advisor who participates in such an aggregated order will participate at the average share price, with all transaction costs shared on a pro rata basis; (iii) only advisory clients' transactions will be aggregated for such an aggregated order; and (iv) the accounts of clients whose orders are aggregated will be segregated on the Sub-Advisor's books and records so as to identify the particular client who has the beneficial interest therein. The Sub-Adviser is responsible for decisions Advisor shall use its best efforts to buy obtain execution of Fund transactions at prices which are advantageous to the Fund and sell securities for each Fundat commission rates that are reasonable in relation to the benefits received. However, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and Advisor may select brokers or dealers on the basis that they provide brokerage, research, or other services or products to the Fund and/or other accounts as serviced by the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this AgreementAdvisor. The Sub-Adviser will provide copies Advisor may pay a broker or dealer an amount of all such agreements to commission for effecting a securities transaction in excess of the Adviser upon the Adviser’s reasonable request. It is amount of commission or dealer spread another broker or dealer would have charged for effecting that transaction if the Sub-Adviser’s general policy Advisor determines in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution good faith that such amount of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are commission was reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage research products and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-broker or dealer. This determination, with respect to brokerage and research services or products, may be viewed in terms of either that particular investment transaction or the overall responsibilities which the Sub-Adviser’s overall responsibilities Advisor and its affiliates have with respect to the Fund and to accounts over which they exercise investment discretion, and not all such services or products may be used by the Sub-Advisor in managing the Fund; provided that with respect to such Fund transaction and other accounts to which such determination the affiliates of the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of Advisor shall have the 1934 Act). Allocation of orders placed by same responsibilities to the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities Advisor has under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesthis Agreement.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy the Investment Advisor's obligation to obtain best price and sell securities for each Fundexecution, broker-dealer selection, and negotiation of brokerage commission rates. Sub-Adviser the Investment Advisor shall have full discretion to select brokers or dealers to effect the express authority to negotiate, open, continue purchase and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf sale of securities. When the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow Investment Advisor places orders for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to for the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy Portfolio, in selecting brokers or dealers to execute such orders, the Investment Advisor is expressly authorized to consider the fact that a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution or dealer has furnished statistical, research or other information or services for the benefit of the transaction at Portfolio directly or indirectly. Without limiting the best obtainable price and taking into account all relevant factors and considerations generality of the specific transactionforegoing, with payment of the Investment Advisor is authorized to cause the Portfolio to pay brokerage commissions which are may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Advisor, provided that the Investment Advisor determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the brokerparticular transaction to which the commission relates or the Investment Advisor's overall responsibilities with respect to accounts as to which the Investment Advisor exercises investment discretion. Consistent with this policy, and when selecting The Investment Advisor may aggregate securities orders so long as the Investment Advisor adheres to a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition policy of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer allocating investment opportunities to the investment performance Portfolio over a period of the applicable Fund time on a continuing basisfair and equitable basis relative to other clients. Subject In no instance will the Portfolio's securities be purchased from or sold to such policies and procedures as the Fund's principal underwriter, the Investment Advisor, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Advisor shall report to the Board of Trustees may determineDirectors of the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Advisor, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, pursuant to the extent permissible under applicable lawforegoing paragraph, broker-dealer affiliates) who provide brokerage and/or research servicesand shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Advisor to the Fund and the Investment Advisor's other clients, as that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and that such services are defined commissions were paid in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. (a) The Sub-Adviser is responsible for decisions agrees that it will place orders pursuant to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. Sub-Adviser shall have the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements its investment determinations with respect to all portfolio transactions entered into Allocated Assets either directly with the issuer or with brokers or dealers selected by Sub-it in accordance with the standards specified in paragraphs (b) and (c) of this Section 3. The Adviser on behalf may, but need not, place orders with respect to Allocated Assets with (i) the Manager or its affiliates (ii) the Adviser or its affiliates or (iii) any other adviser to the Portfolio or its affiliates, in accordance with Section 11(a) of the Funds. Adviser shall provide such assistance to Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, Section 17(e) of the Sub-Adviser in setting up Act and maintaining brokerage accounts Rule 17e-1 thereunder and other accounts as applicable laws and regulations. (b) In placing orders with brokers and dealers, the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account will consider all factors it deems relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable)including, but not limited to: , the best breadth of the market in the security, the price available; of the reliabilitysecurity, integrity and the financial condition and execution capability of the broker-dealer; the size of and difficulty in executing the order; broker or dealer and the value reasonableness of any commission for the expected contribution of the broker-dealer to the investment performance of the applicable Fund specific transaction and on a continuing basis. Subject . (c) In selecting brokers or dealers to such policies execute a particular transaction and procedures as in evaluating the Board of Trustees may determinebest overall terms available, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers may consider the brokerage and research services (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Trust and/or other accounts over which the Adviser or an affiliate exercise investment discretion. In connection with underwritten fixed-price new issues of securities, the Adviser may receive new issue credits from managers or members of the underwriting syndicate for research services (as amended (defined above). In connection with agency transactions, the “1934 Act”), and as interpreted by Adviser may cause the SEC, and to cause such Fund Portfolio to pay any such to a broker-dealers an amount of dealer a commission for effecting a portfolio investment transaction in excess of the amount of commission that another broker-dealer would have charged may charge for effecting that the same transaction, if the Sub-Adviser determines in good faith that such amount of the commission charged is reasonable in relation to the value of the brokerage or and research services (as defined above) provided by such broker-dealer, viewed either in terms of either that the particular investment transaction or the Sub-Adviser’s 's overall responsibilities with respect to such Fund and other accounts to over which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesdiscretion.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy the Investment Adviser’s obligation to obtain best price and sell securities for each Fundexecution, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Investment Adviser shall have full discretion to select brokers or dealers to effect the express authority to negotiate, open, continue purchase and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-sale of securities. When the Investment Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow places orders for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to for the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy Funds, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution or dealer has furnished statistical, research or other information or services for the benefit of the transaction at Funds directly or indirectly. Without limiting the best obtainable price and taking into account all relevant factors and considerations generality of the specific transactionforegoing, with payment of the Investment Adviser is authorized to cause the Funds to pay brokerage commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction be in excess of the amount of commission another broker-dealer would have charged lowest rates available to brokers who execute transactions for effecting the Funds or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that transaction, if the Sub-Investment Adviser determines in good faith that such the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, broker viewed in terms of either that the particular investment transaction to which the commission relates or the Sub-Investment Adviser’s overall responsibilities with respect to such Fund and other accounts as to which the Sub-Investment Adviser exercises investment discretion (discretion. The Investment Adviser may aggregate securities orders so long as such term is defined in Section 3(a)(35) the Investment Adviser adheres to a policy of allocating investment opportunities to the Funds over a period of time on a fair and equitable basis relative to other clients. In no instance will the Funds’ securities be purchased from or sold to the Trust’s principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Adviser shall report to the Board of Trustees of the 1934 Act). Allocation of orders placed Trust at least quarterly with respect to brokerage transactions that were entered into by the Sub-Investment Adviser, pursuant to the foregoing paragraph, and shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Investment Adviser on behalf to the Funds and the Investment Adviser’s other clients, that the total commissions paid by the Funds were reasonable in relation to the benefits to the Funds over the long term. Further, the Investment Adviser will disclose to the Board of a Fund Trustees: (i) all material new or amended arrangements it may have with regard to the Funds’ securities transactions, (ii) the utilization of “soft dollar commissions” by the Funds and the Investment Adviser with respect to the Funds, and (iii) such broker-dealers shall be in such amounts and proportions other matters as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as Board of Trustees may reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesrequest.

Brokerage. The As delegated by the Adviser with respect to the Allocated Assets of each Fund, the Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates. , provided that neither the Adviser or Sub-Adviser shall have direct an order to an affiliated person of the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Adviser or Sub-Adviser on behalf of without general prior authorization to use such affiliated broker or dealer from the FundsTrust’s Chief Compliance Officer. Adviser shall provide such assistance The Sub-Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Sub-Adviser in setting up and maintaining brokerage accounts and may take the following, among other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transactionthings, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board may determine and consistent with Section 28(e) of Trustees may determinethe 1934 Act, the Sub-Adviser shall not be deemed to have discretion acted unlawfully or to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) have breached any duty created by this Agreement or otherwise solely by reason of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such its having caused a Fund to pay any such brokera broker or dealer that provides (directly or indirectly) brokerage or research services to the Sub-dealers Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or and research services provided by such broker-broker or dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund the Fund. Subject to the same policies and other accounts to which legal provisions, the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of a Fund to such brokerbrokers or dealers who also provide research or statistical material, or other services to the Trust, the Adviser, the Sub-dealers Adviser or any affiliated person thereof. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable lawsdetermine, rules and regulations. The the Sub-Adviser will submit reports shall report on such allocations regularly to the Adviser as reasonably requested by who shall report to the Adviser, in such form as may be mutually agreed to by the parties heretoTrust, indicating the broker-dealers to whom such allocations have been made and the basis thereforetherefor. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as of other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, the allocation of the securities so purchased or sold, as well as the expense incurred in the transaction, will be made by the Sub-Adviser, over time, in the manner it considers to be the most equitable and consistent with its fiduciary obligations to a Fund and to such other clients. The Adviser authorizes and empowers the Sub-Adviser to open and maintain trading accounts in the name of a Fund and to execute for the Fund as its agent and attorney-in-fact standard institutional customer agreements with such broker or brokers as the Sub-Adviser shall select as provided herein. The Sub-Adviser shall cause all securities and other property purchased or sold for a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of a Fund shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for a Fund and deliver securities and other property against payment for the Fund. The Sub-Adviser shall not be liable for any act have authority to cause the Custodian to deliver securities and other property or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by pay cash to the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesas expressly provided herein.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such futures agreements entered into by the Funds to the Adviser upon the Adviser’s reasonable request, if applicable. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” ”, which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker’s execution capabilities and any research provided by the broker that aids the Sub-dealer to the Adviser’s investment performance of the applicable Fund on a continuing basisdecision-making process. Subject to such policies and procedures as the Trust’s Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations brokerage placements to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible may place orders pursuant to its investment determinations for decisions to buy and sell securities for each Fundthe Fund directly with the issuers of the securities, brokeror with brokers or dealers selected by the Sub-dealer selection, and negotiation of brokerage commission ratesAdviser. The Sub-Adviser shall have may, in respect of the express authority to negotiatePortfolio, openopen and maintain brokerage accounts, continue and terminate brokerage accounts enter into trading agreements of all types on behalf of and other brokerage arrangements with in the name of the Fund in respect to all portfolio transactions entered into by of the Portfolio. The Sub-Adviser on behalf may enter into standard customer agreements with brokers and direct payments of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up cash, cash equivalents and maintaining brokerage accounts securities and other property into such brokerage accounts as the Sub-Adviser shall reasonably request deems desirable or appropriate. In selecting brokers or dealers to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution execute transactions on behalf of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transactionFund, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant use its best efforts to seek the best overall terms available. In assessing the best overall terms available for the Fund transaction, the Sub-Adviser will consider all factors into considerationit deems relevant, including (as applicable)including, but not limited to: , the best breadth of the market in the security, the price available; of the reliabilitysecurity, integrity and the financial condition and execution capability of the broker-dealer; the size of and difficulty in executing the order; broker or dealer and the value reasonableness of the expected contribution of commission, if any, for the broker-dealer to the investment performance of the applicable Fund specific transaction and on a continuing basis. Subject In selecting broker-dealers to such policies execute a particular transaction, and procedures as in evaluating the Board of Trustees may determinebest overall terms available, the Sub-Adviser shall have discretion is authorized to effect investment transactions for each Fund through broker-dealers consider the brokerage and research services (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided to the Fund and/or other accounts over which the Sub-Adviser or its affiliates exercise investment discretion. The parties hereto acknowledge that it is desirable for the Trust that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by broker-dealers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, and as interpreted by the SEC, and to Sub-Adviser may cause such the Fund to pay any such a broker-dealers an amount of dealer that furnishes brokerage and research services a higher commission for effecting a portfolio investment transaction in excess of the amount of commission than that which might be charged by another broker-dealer would have charged for effecting that the same transaction, if provided that the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, viewed in terms of either that the particular investment transaction or the overall responsibilities of the Sub-Adviser to the Fund in compliance with Section 28(e) of the 1934 Act. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with the Sub-Adviser’s overall responsibilities services to other clients. In accordance with respect Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder and subject to such Fund any other applicable laws and other accounts to which regulations, the Sub-Adviser exercises and its affiliates are authorized to effect portfolio transactions for the Fund and to retain brokerage commissions on such transactions. The Sub-Adviser may, but shall not be obligated to, aggregate or bunch orders for the purchase or sale of securities for the Fund with orders for its other clients where: (i) such aggregation or bunching of orders is not inconsistent with the Fund’s investment discretion objectives, policies and procedures, (as such term is defined in Section 3(a)(35ii) the allocation of the 1934 Act). Allocation securities so purchased or sold, as well as the allocation of orders placed expenses incurred in any such transaction, shall be made by the Sub-Adviser on behalf of in a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity manner that complies with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct trade allocation policies and procedures approved by the Board and is fair and equitable in connection the judgment of the Sub-Adviser and is consistent with selecting such brokerage firms or firms or counterpartiesthe Sub-Adviser’s fiduciary obligations to the Fund and each of its other clients.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy the Investment Adviser's obligation to obtain best price and sell securities for each Fundexecution, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Investment Adviser shall have full discretion to select brokers or dealers to effect the express authority to negotiate, open, continue purchase and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-sale of securities. When the Investment Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow places orders for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to for the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy Portfolio, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution or dealer has furnished statistical, research or other information or services for the benefit of the transaction at Portfolio directly or indirectly. Without limiting the best obtainable price and taking into account all relevant factors and considerations generality of the specific transactionforegoing, with payment of the Investment Adviser is authorized to cause the Portfolio to pay brokerage commissions which are may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that the Investment Adviser determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the brokerparticular transaction to which the commission relates or the Investment Adviser's overall responsibilities with respect to accounts as to which the Investment Adviser exercises investment discretion. Consistent with this policy, and when selecting The Investment Adviser may aggregate securities orders so long as the Investment Adviser adheres to a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition policy of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer allocating investment opportunities to the investment performance Portfolio over a period of the applicable Fund time on a continuing basisfair and equitable basis relative to other clients. Subject In no instance will the Portfolio's securities be purchased from or sold to such policies and procedures as the Fund's principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Adviser shall report to the Board of Trustees may determineDirectors of the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Adviser, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, pursuant to the extent permissible under applicable lawforegoing paragraph, broker-dealer affiliates) who provide brokerage and/or research servicesand shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Adviser to the Fund and the Investment Adviser's other clients, as that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and that such services are defined commissions were paid in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy the Investment Adviser's obligation to obtain best price and sell securities for each Fundexecution, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Investment Adviser shall have full discretion to select brokers or dealers to effect the express authority to negotiate, open, continue purchase and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-sale of securities. When the Investment Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow places orders for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to for the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy Portfolio, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution or dealer has furnished statistical, research or other information or services for the benefit of the transaction at Portfolio directly or indirectly. Without limiting the best obtainable price and taking into account all relevant factors and considerations generality of the specific transactionforegoing, with payment of the Investment Adviser is authorized to cause the Portfolio to pay brokerage commissions which are may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that the Investment Adviser determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the brokerparticular transaction to which the commission relates or the Investment Adviser's overall responsibilities with respect to accounts as to which the Investment Adviser exercises investment discretion. Consistent with this policy, and when selecting The Investment Adviser may aggregate securities orders so long as the Investment Adviser adheres to a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition policy of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer allocating investment opportunities to the investment performance Portfolio over a period of the applicable Fund time on a continuing basisfair and equitable basis relative to other clients. Subject In no instance will the Portfolio’s securities be purchased from or sold to such policies and procedures as the Fund's principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Adviser shall report to the Board of Trustees may determineof the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Adviser, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, pursuant to the extent permissible under applicable lawforegoing paragraph, broker-dealer affiliates) who provide brokerage and/or research servicesand shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Investment Adviser to the Fund and the Investment Adviser's other clients, as that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and that such services are defined commissions were paid in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. a) The Sub-Adviser is responsible for and is hereby appointed as the Adviser’s agent with the authority to act in regard to making decisions to buy and sell securities for each Fundthe Company, broker-dealer selection, and negotiation of brokerage commission rates. Sub-Adviser shall have the express authority to (i) place orders for the execution of such securities transactions, including any derivative transactions, with or through such brokers, dealers, foreign currency dealers, futures commission merchants (“FCM”) or issuers as the Sub-Adviser may reasonably select; (ii) negotiate, execute and enter into brokerage contracts and other trading agreements, including but not limited to, futures account agreements, ISDA Master Agreements and other trading documents related thereto, on behalf of the Company, and (iii) negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf of the FundsCompany. Adviser shall provide such assistance In order to meet margin or collateral requirements for futures, forwards and other derivative instruments, the Sub-Adviser in setting up may direct payments of cash, cash equivalents, and maintaining brokerage accounts securities and other property into segregated accounts or FCM accounts established hereunder as the Sub-Adviser shall reasonably request to allow for deems desirable or appropriate, provided that Sub-Adviser’s actions are in accordance with the purchase or sale terms of various forms of securities and instruments pursuant to this Agreement. , and applicable law; b) Sub-Adviser will provide copies of all such brokerage agreements entered into by the Company to the Adviser upon the Adviser’s reasonable request, if applicable. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” ”, which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. ; and c) Consistent with this policy, and when selecting a broker the Sub-Adviser Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the broker’s execution capabilities and any research provided by the broker that aids the Sub-Adviser’s investment decision-making process; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund Company on a continuing basis. Subject to such policies and procedures and other written instructions as the Adviser or the Board of Trustees Directors may determineadopt, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund the Company to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund the Company and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund the Company to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations brokerage placements to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. A. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fundagrees that, in placing orders with broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow dealers for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek portfolio securities, it shall attempt to obtain “quality execution at favorable security prices (best price and execution,” which means prompt and efficient execution ); provided that, on behalf of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determineFund, the Sub-Adviser shall have discretion may, in its discretion, agree to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, pay a broker-dealer affiliates) who provide that furnishes brokerage and/or or research services, services as such services are defined in under Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and as interpreted a higher commission than that which might have been charged by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transactionthe same transactions, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or and research services provided by such the broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion (as such term is defined in under Section 3(a)(35) of the 1934 Act). Allocation In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. B. On occasions when the Sub-Adviser deems the purchase or sale of orders placed a security to be in the best interest of the Fund as well as other clients of the 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 purchased or sold to attempt to obtain 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 Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the manner the Sub-Adviser shall determine in good faith in conformity considers to be the most equitable and consistent with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations fiduciary obligations to the Adviser as reasonably requested by Fund and to its other clients. C. In addition to the Adviserforegoing, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser agrees that orders with reasonable care except broker-dealers for the purchase or sale of portfolio securities by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct Portfolios shall be placed in connection accordance with selecting such brokerage firms or firms or counterpartiesthe standards set forth in the Advisory Agreement.

Brokerage. The Sub-Adviser is responsible for decisions authorized, subject to buy the supervision of the Trust's Board of Trustees, to establish and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. Sub-Adviser shall have the express authority to negotiate, open, continue and terminate brokerage maintain accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up each Fund with, and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow place orders for the purchase or and sale of various forms assets not allocated to a Subadviser, with or through, such persons, brokers or dealers ("brokers") as Adviser may select and negotiate commissions to be paid on such transactions. In the selection of securities such brokers and instruments pursuant to this Agreement. Sub-Adviser will provide copies the placing of all such agreements to orders, the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to shall seek to obtain “best execution,” which means prompt and efficient execution of for a Fund the transaction at the best obtainable most favorable price and taking into account all relevant factors and considerations of the specific transactionexecution available, with payment of commissions which are reasonable in relation except to the value of extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for a Fund the brokerage services provided by most favorable price and execution available, the broker. Consistent with this policyAdviser, and when selecting a broker bearing in mind the Sub-Adviser will take relevant Fund's best interests at all times, shall consider all factors into considerationit deems relevant, including (as applicable)price, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of the transaction, the nature of the market for the security, the amount of the commission, if any, the timing of the transaction, market prices and difficulty in executing trends, the order; reputation, experience and financial stability of the broker involved, and the value quality of service rendered by the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basisbroker in other transactions. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall not be deemed to have discretion acted unlawfully or to effect investment transactions for each have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund through broker-dealers to pay a broker that provides brokerage and research services (including, to within the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended () to the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers Adviser an amount of commission for effecting a portfolio Fund investment transaction that is in excess of the amount of commission that another broker-dealer broker would have charged for effecting that transactiontransaction if, if but only if, the Sub-Adviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or and research services provided by such broker-broker or dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities of the Adviser with respect to such Fund and other the accounts as to which the Sub-Adviser it exercises investment discretion (as discretion. It is recognized that the services provided by such term is defined brokers may be useful to the Adviser in Section 3(a)(35) connection with the Adviser's services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf best interests of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser well as reasonably requested by other clients 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 sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such form event, allocation of securities so sold or purchased, as may well as the expenses incurred in the transaction, will be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by in the Sub-manner the Adviser considers to be the most equitable and consistent with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting its fiduciary obligations to each Fund and to such brokerage firms or firms or counterpartiesother clients.

Brokerage. A. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fundagrees that, in placing orders with broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow dealers for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek portfolio securities, it shall attempt to obtain “quality execution at favorable security prices (best price and execution,” which means prompt and efficient execution ); provided that, on behalf of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determineFund, the Sub-Adviser shall have discretion may, in its discretion, agree to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, pay a broker-dealer affiliates) who provide that furnishes brokerage and/or or research services, services as such services are defined in under Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and as interpreted a higher commission than that which might have been charged by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transactionthe same transactions, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or and research services provided by such the broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion (as such term is defined in under Section 3(a)(35) of the 1934 Act). Allocation In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rule and regulations thereunder. B. On occasions when the Sub-Adviser deems the purchase or sale of orders placed a security to be in the best interest of the Fund, as well as other clients of the 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 purchased or sold to attempt to obtain 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 Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the manner the Sub-Adviser shall determine in good faith in conformity considers to be the most equitable and consistent with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations fiduciary obligations to the Adviser as reasonably requested by Fund and to its other clients. C. In addition to the Adviserforegoing, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser agrees that orders with reasonable care except broker-dealers for the purchase or sale of portfolio securities by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct Fund shall be placed in connection accordance with selecting such brokerage firms or firms or counterpartiesthe standards set forth in the Advisory Agreement.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy the Investment Adviser’s obligation to obtain best price and sell securities for each Fundexecution, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Investment Adviser shall have full discretion to select brokers or dealers to effect the express authority to negotiate, open, continue purchase and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-sale of securities. When the Investment Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow places orders for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy for a Portfolio, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution or dealer has furnished statistical, research or other information or services for the benefit of the transaction at Portfolio directly or indirectly. Without limiting the best obtainable price and taking into account all relevant factors and considerations generality of the specific transactionforegoing, with payment of the Investment Adviser is authorized to cause each Portfolio to pay brokerage commissions which are may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that the Investment Adviser determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the brokerparticular transaction to which the commission relates or the Investment Adviser’s overall responsibilities with respect to accounts as to which the Investment Adviser exercises investment discretion. Consistent with this policy, and when selecting The Investment Adviser may aggregate securities orders so long as the Investment Adviser adheres to a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition policy of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer allocating investment opportunities to the investment performance Portfolios over a period of the applicable Fund time on a continuing basisfair and equitable basis relative to other clients. Subject In no instance will a Portfolio’s securities be purchased from or sold to such policies and procedures as the Fund's principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Adviser shall report to the Board of Trustees may determineof the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Adviser, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, pursuant to the extent permissible under applicable lawforegoing paragraph, broker-dealer affiliates) who provide brokerage and/or research servicesand shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Investment Adviser to the Fund and the Investment Adviser's other clients, as that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and that such services are defined commissions were paid in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Except as mutually agreed upon in writing between the Adviser is responsible for decisions to buy and sell securities for each FundSubadviser, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Adviser shall have the express authority be responsible to negotiate, open, continue establish and terminate brokerage maintain accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up Fund with, and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow place orders for the investment and reinvestment, including without limitation purchase or and sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all the Subadviser Assets with or through, such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transactionpersons, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers brokers (including, to the extent permissible under permitted by applicable law, broker-dealer affiliatesany broker affiliated with the Subadviser) who provide or dealers (collectively "Brokers") as Adviser may elect and negotiate commissions to be paid on such transactions. The Adviser, however, is not required to obtain the consent of the Fund's Board of Directors prior to establishing any such brokerage and/or account. The Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund's account with Brokers selected by the Adviser. In the selection of such Brokers and the placing of such orders, the Adviser shall seek to obtain for the Fund the best execution available. In using its reasonable efforts to obtain for the Fund the best execution available, the Adviser, bearing in mind the best interests of the Fund at all times, shall consider all factors it deems relevant, including (without limitation) price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the Broker involved, and the quality of service rendered by the Broker in other transactions. The Adviser shall not consider a Broker's sale of Fund shares when selecting the Broker to execute trades. Subject to such policies as the Directors may determine, or as may be mutually agreed to by the Adviser and the Subadviser, the Adviser is authorized but not obligated to cause, and shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused, the Fund to pay a Broker that provides brokerage and research services, as such services are defined in (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended () to the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers Adviser an amount of commission for effecting a portfolio Subadviser Assets investment transaction that is in excess of the amount of commission that another broker-dealer Broker would have charged for effecting that transactiontransaction if, if but only if, the Sub-Adviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, Broker viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities responsibility of the Adviser with respect to such Fund and other the accounts as to which the Sub-Adviser it exercises investment discretion (as discretion. It is recognized that the services provided by such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall Brokers may be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations useful to the Adviser in connection with 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 interests of the Fund with respect to the Adviser Assets as reasonably requested by well as other clients 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 sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such form event, allocation of securities so sold or purchased, as may well as the expenses incurred in the transaction, will be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. It is recognized that in some cases, this procedure may adversely affect the price paid or chosen received by the Sub-Adviser with reasonable care except by reason Fund or the size of the Sub-Adviser’s willful misfeasanceposition obtainable for, bad faithor disposed of by, gross negligence, fraud, reckless disregard or willful misconduct in connection the Fund with selecting such brokerage firms or firms or counterpartiesrespect to the Adviser Assets.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy the Investment Adviser’s obligation to obtain best price and sell securities for each Fundexecution, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Investment Adviser shall have full discretion to select brokers or dealers to effect the express authority to negotiate, open, continue purchase and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-sale of securities. When the Investment Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow places orders for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to for the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy Fund, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution or dealer has furnished statistical, research or other information or services for the benefit of the transaction at Fund directly or indirectly. Without limiting the best obtainable price and taking into account all relevant factors and considerations generality of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determineforegoing, the Sub-Investment Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and is authorized to cause such the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction brokerage commissions which may be in excess of the amount of commission another broker-dealer would have charged lowest rates available to brokers who execute transactions for effecting the Fund or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that transaction, if the Sub-Investment Adviser determines in good faith that such the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, broker viewed in terms of either that the particular investment transaction to which the commission relates or the Sub-Investment Adviser’s overall responsibilities with respect to such Fund and other accounts as to which the Sub-Investment Adviser exercises investment discretion discretion. The Investment Adviser may aggregate securities orders so long as the Investment Adviser adheres to a policy of allocating investment opportunities to the Fund over a period of time on a fair and equitable basis relative to other clients. In no instance will the Fund’s securities be purchased from or sold to the Trust’s principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by Securities and Exchange Commission (as such term is defined “SEC”) exemptive order or by applicable law. The Investment Adviser shall report to the Board of Trustees at least quarterly with respect to brokerage transactions that were entered into by the Investment Adviser, pursuant to the foregoing paragraph, and shall certify to the Board of Trustees that the commissions paid were reasonable in Section 3(a)(35) terms either of that transaction or the overall responsibilities of the 1934 Act). Allocation of orders placed Investment Adviser to the Fund and the Investment Adviser’s other clients, that the total commissions paid by the Sub-Fund were reasonable in relation to the benefits to the Fund over the long term. Further, the Investment Adviser on behalf will disclose to the Board of a Trustees: (i) all material new or amended arrangements it may have with regard to the Fund’s securities transactions, (ii) the utilization of “soft dollar commissions” by the Fund and the Investment Adviser with respect to the Fund, and (iii) such broker-dealers shall be in such amounts and proportions other matters as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as Board of Trustees may reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesrequest.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy the Investment Adviser’s obligation to obtain best price and sell securities for each Fundexecution, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Investment Adviser shall have full discretion to select brokers or dealers to effect the express authority to negotiate, open, continue purchase and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-sale of securities. When the Investment Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow places orders for the purchase or sale of various forms securities for the Fund, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services for the benefit of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon Funds and, potentially, the Investment Adviser’s reasonable requestother clients, directly or indirectly. It is Without limiting the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution generality of the transaction at foregoing, the best obtainable price and taking into account all relevant factors and considerations of Investment Adviser is authorized to cause the specific transaction, with payment of Funds to pay brokerage commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction be in excess of the amount of commission another broker-dealer would have charged lowest rates available to brokers who execute transactions for effecting the Funds or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that transaction, if the Sub-Investment Adviser determines in good faith that such the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, broker viewed in terms of either that the particular investment transaction to which the commission relates or the Sub-Investment Adviser’s overall responsibilities with respect to such Fund and other accounts as to which the Sub-Investment Adviser exercises investment discretion (discretion. The Investment Adviser may aggregate securities orders so long as such term is defined in Section 3(a)(35) the Investment Adviser adheres to a policy of allocating investment opportunities to the Funds over a period of time on a fair and equitable basis relative to other clients. In no instance will the Fund’s securities be purchased from or sold to the Trust’s principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Adviser shall report to the Board of Trustees of the 1934 Act). Allocation of orders placed Trust at least quarterly with respect to brokerage transactions that were entered into by the Sub-Investment Adviser, pursuant to the foregoing paragraph, and shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Investment Adviser on behalf to the Funds and the Investment Adviser’s other clients, that the total commissions paid by the Funds were reasonable in relation to the benefits to the Fund, and potentially, the Investment Adviser’s other clients, over the long term. Further, the Investment Adviser will disclose to the Board of a Fund Trustees: (i) all material new or amended arrangements it may have with regard to the Fund’ securities transactions, (ii) the utilization of “soft dollar commissions” by the Funds and the Investment Adviser with respect to the Fund, and (iii) such broker-dealers shall be in such amounts and proportions other matters as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as Board of Trustees may reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesrequest.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy the Investment Adviser’s obligation to obtain best price and sell securities for each Fundexecution, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Investment Adviser shall have full discretion to select brokers or dealers to effect the express authority to negotiate, open, continue purchase and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-sale of securities. When the Investment Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow places orders for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to for the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy Fund, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution or dealer has furnished statistical, research or other information or services for the benefit of the transaction at Fund directly or indirectly. Without limiting the best obtainable price and taking into account all relevant factors and considerations generality of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determineforegoing, the Sub-Investment Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and is authorized to cause such the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction brokerage commissions which may be in excess of the amount of commission another broker-dealer would have charged lowest rates available to brokers who execute transactions for effecting the Fund or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that transaction, if the Sub-Investment Adviser determines in good faith that such the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, broker viewed in terms of either that the particular investment transaction to which the commission relates or the Sub-Investment Adviser’s overall responsibilities with respect to such Fund and other accounts as to which the Sub-Investment Adviser exercises investment discretion discretion. The Investment Adviser may aggregate securities orders so long as the Investment Adviser adheres to a policy of allocating investment opportunities to the Fund over a period of time on a fair and equitable basis relative to other clients. In no instance will the Fund’s securities be purchased from or sold to the Trust’s principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by Securities and Exchange Commission (as such term is defined “SEC”) exemptive order or by applicable law. The Investment Adviser shall report to the Board of Trustees at least quarterly with respect to brokerage transactions that were entered into by the Investment Adviser, pursuant to the foregoing paragraph, and shall certify to the Board of Trustees that the commissions paid were reasonable in Section 3(a)(35) terms either of that transaction or the overall responsibilities of the 1934 Act). Allocation of orders placed Investment Adviser to the Fund and the Investment Adviser’s other clients, that the total commissions paid by the Sub-Fund were reasonable in relation to the benefits to the Fund over the long term. Further, the Investment Adviser on behalf will disclose to the Board of a Trustees: (i) all material new or amended arrangements it may have with regard to the Fund’ securities transactions, (ii) the utilization of “soft dollar commissions” by the Fund and the Investment Adviser with respect to the Fund, and (iii) such broker-dealers shall be in such amounts and proportions other matters as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as Board of Trustees may reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesrequest.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s 's general policy in selecting a broker to effect a particular transaction to seek to obtain “"best execution,” ", which means prompt and efficient execution of the transaction at the best obtainable price and (taking into account all relevant factors and considerations the nature of the specific transactionorder, order size, market conditions, internal dealing benchmarks if applicable) with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s 's overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiestherefor.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. The Sub-Adviser will provide copies of all such brokerage agreements entered into by the Funds to the Adviser upon the Adviser’s reasonable request, if applicable. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” ”, which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the broker’s execution capabilities and any research provided by the broker that aids the Sub-Adviser’s investment decision-making process; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Trust’s Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations brokerage placements to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible may place orders pursuant to its investment determinations for decisions to buy and sell securities for each Fundthe Fund directly with the issuers of the securities, brokeror with brokers or dealers selected by the Sub-dealer selection, and negotiation of brokerage commission ratesAdviser. The Sub-Adviser shall have may, in respect of the express authority to negotiatePortfolio, openopen and maintain brokerage accounts, continue and terminate brokerage accounts enter into trading agreements of all types on behalf of and other brokerage arrangements with in the name of the Fund in respect to all portfolio transactions entered into by of the Portfolio. The Sub-Adviser on behalf may enter into standard customer agreements with brokers and direct payments of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up cash, cash equivalents and maintaining brokerage accounts securities and other property into such brokerage accounts as the Sub-Adviser shall reasonably request deems desirable or appropriate. In selecting brokers or dealers to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution execute transactions on behalf of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transactionFund, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant use its best efforts to seek the best overall terms available. In assessing the best overall terms available for the Fund transaction, the Sub-Adviser will consider all factors into considerationit deems relevant, including (as applicable)including, but not limited to: , the best breadth of the market in the security, the price available; of the reliabilitysecurity, integrity and the financial condition and execution capability of the broker-dealer; the size of and difficulty in executing the order; broker or dealer and the value reasonableness of the expected contribution of commission, if any, for the broker-dealer to the investment performance of the applicable Fund specific transaction and on a continuing basis. Subject In selecting broker-dealers to such policies execute a particular transaction, and procedures as in evaluating the Board of Trustees may determinebest overall terms available, the Sub-Adviser shall have discretion is authorized to effect investment transactions for each Fund through broker-dealers consider the brokerage and research services (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided to the Fund and/or other accounts over which the Sub-Adviser or its affiliates exercise investment discretion. The parties hereto acknowledge that it is desirable for the Trust that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by broker-dealers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, and as interpreted by the SEC, and to Sub-Adviser may cause such the Fund to pay any such a broker-dealers an amount of dealer that furnishes brokerage and research services a higher commission for effecting a portfolio investment transaction in excess of the amount of commission than that which might be charged by another broker-dealer would have charged for effecting that the same transaction, if provided that the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, viewed in terms of either that the particular investment transaction or the overall responsibilities of the Sub-Adviser to the Fund in compliance with Section 28(e) of the 1934 Act. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with the Sub-Adviser’s overall responsibilities services to other clients. In accordance with respect Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder and subject to such Fund any other applicable laws and other accounts to which regulations, the Sub-Adviser exercises and its affiliates are authorized to effect transactions for the Fund and to retain brokerage commissions on such transactions. The Sub-Adviser may, but shall not be obligated to, aggregate or bunch orders for the purchase or sale of securities for the Fund with orders for its other clients where: (i) such aggregation or bunching of orders is not inconsistent with the Fund’s investment discretion objectives, policies and procedures, (as such term is defined in Section 3(a)(35ii) the allocation of the 1934 Act). Allocation securities so purchased or sold, as well as the allocation of orders placed expenses incurred in any such transaction, shall be made by the Sub-Adviser on behalf of in a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity manner that complies with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct trade allocation policies and procedures approved by the Board and is fair and equitable in connection the judgment of the Sub-Adviser and is consistent with selecting such brokerage firms or firms or counterpartiesthe Sub-Adviser’s fiduciary obligations to the Fund and each of its other clients.

Brokerage. The Sub-Adviser is responsible will select brokers and dealers to effect all orders for decisions the purchase and sale of Allocated Assets. In selecting brokers or dealers to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. Sub-Adviser shall have the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio execute transactions entered into by Sub-Adviser on behalf of the FundsAllocated Assets of the Portfolio, the Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall provide such assistance to will consider factors it deems relevant, including, without limitation, the Sub-Adviser breadth of the market in setting up the security or commodity interest, the price of the security or commodity interest, the financial condition and maintaining brokerage accounts execution capability of the broker or dealer and other accounts as the Sub-Adviser shall reasonably request to allow reasonableness of the commission, if any, for the purchase or sale of various forms of securities specific transaction and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject In selecting brokers or dealers to such policies execute a particular transaction, and procedures as in evaluating the Board of Trustees may determinebest overall terms available, the Sub-Adviser shall have discretion is authorized to effect investment transactions for each Fund through broker-dealers consider the brokerage and research services (including, to within the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended (amended) provided to the “1934 Act”)Portfolio and/or other accounts over which the Adviser exercises investment discretion. In connection with agency transactions, and as interpreted by the SEC, and to Adviser may cause such Fund the Portfolio to pay any such to a broker-dealers an amount of dealer a commission for effecting a portfolio investment transaction in excess of the amount of commission what another broker-dealer would have charged may charge for effecting that the same transaction, if the Sub-Adviser determines in good faith that such amount of the commission charged is reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, viewed either in terms of either that the particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to over which the Sub-Adviser exercises investment discretion (discretion. Except as permitted by Rule 17a-10 under the 1940 Act, Adviser will not engage in principal transactions with respect to the Allocated Assets with any broker-dealer affiliated with the Manager or with any other adviser to the Portfolio, and will engage in agency transactions with respect to the Allocated Assets with such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such affiliated broker-dealers shall be only in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity accordance with its responsibilities under all applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the provide a list of its affiliated broker-dealers to whom Manager, as such allocations have been made may be amended from time to time. Manager will provide to Adviser a list of its affiliated broker-dealers and of those of each other adviser to the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesPortfolio.

Brokerage. The Sub-Adviser is shall be responsible for for, but may delegate, decisions to buy and sell securities for each the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates. Sub-, provided that the Adviser shall have the express authority not direct orders to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf an affiliated person of the FundsAdviser without general prior authorization to use such affiliated broker or dealer from the Board of Trustees. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in In selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to execute each particular transaction, the Adviser may rely on a list of Adviser-approved brokers or dealers selected based on criteria, including: the broker’s integrity, ethics and trustworthiness regarding any relations and agreements with the Adviser and its clients; the broker’s ability to generate investment performance ideas that consistently lead to value creation for the Adviser’s clients; the broker’s speed and quality of trade execution to minimize market price impact and maximize value for the Adviser’s clients; the broker’s capability to provide services at the lowest possible cost to the Adviser’s clients; availability of and the Adviser’s direct access to broker research analysts and strategists; sufficient, competent broker personnel and support staff; the quality, depth and effectiveness of the applicable broker’s investment research; the quality and effectiveness of trading ideas and their evaluation after-the-fact; the timely acknowledgement and correction of trade errors; the efficient clearance and settlement of trades; and the broker’s overall ability to provide best execution for the Adviser’s clients. The price to the Fund on a continuing basisin any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the SEC, and to cause such Fund to pay any such broker-dealers a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or and research services provided by such broker-broker or dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund the Fund. Subject to the same policies and other accounts legal provisions, the Adviser is further authorized to which allocate the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of a the Fund to such broker-brokers or dealers who also provide research or statistical material, or other services, to the Fund, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable lawsdetermine, rules and regulations. The Sub-the Adviser will submit reports shall report on such allocations regularly to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties heretoFund, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-On occasions when the Adviser shall not deems the purchase or sale of a security to be liable for any act in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or omission sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of any brokerage firm the securities so purchased or firms or counterparties designated sold, as well as the expenses incurred in the transaction, will be made by the Adviser or chosen by in the Sub-Adviser manner it considers to be the most equitable and consistent with reasonable care except by reason of its fiduciary obligations to the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting Fund and to such brokerage firms or firms or counterpartiesother clients.

Brokerage. The With respect to the Sub-Adviser is Advisor’s Allocated Portion, the Sub-Advisor shall be responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, selection and for negotiation of brokerage commission rates. The Sub-Adviser shall have Advisor may direct orders to an affiliated person of the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf of Advisor or to any other broker-dealer who has been identified by the Funds. Adviser shall provide such assistance Advisor to the Sub-Adviser in setting up and maintaining brokerage accounts and Advisor as an affiliate of any other accounts as investment manager without prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees, provided that the Sub-Adviser Advisor does so in a manner consistent with Sections 17(a) and 17(e) of the Investment Company Act, Rule 17e-1 thereunder and the Rule 17e-1 procedures adopted by the Trust (a copy of which shall reasonably request to allow for by provided by the purchase or sale of various forms of securities and instruments pursuant to this AgreementAdvisor). The Sub-Adviser Advisor’s primary consideration in effecting a securities transaction will provide copies of all such agreements be execution at the most favorable price. In selecting a broker-dealer to the Adviser upon the Adviser’s reasonable request. It is execute each particular transaction, the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of Advisor may take the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors following into consideration, including (as applicable), but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Advisor and procedures as the Board of Trustees of the Trust may reasonably determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for each Fund through broker-dealers (including, to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such brokera broker or dealer that provides (directly or indirectly) brokerage or research services to the Sub-dealers Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or and research services provided by such broker-broker or dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor’s or the Advisor’s overall responsibilities with respect to the Fund. The Sub-Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such Fund and brokers or dealers who also provide research or statistical material, or other accounts services, to which the Trust, the Advisor, any affiliate of either, or the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act)Advisor. Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable lawsdetermine, rules and regulations. The the Sub-Adviser will submit reports Advisor shall report on such allocations regularly to the Adviser as reasonably requested by Advisor and the Adviser, in such form as may be mutually agreed to by the parties heretoTrust, indicating the broker-dealers to whom such allocations have been made and the basis thereforetherefor. The Sub-Adviser shall not Advisor is also authorized to consider sales of shares of the Fund as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Sub-Advisor deems the purchase or sale of a security to be liable for any act in the best interest of the Fund as well as other clients of the Sub-Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or omission sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of any brokerage firm the securities so purchased or firms or counterparties designated by sold, as well as the Adviser or chosen expenses incurred in the transaction, will be made by the Sub-Adviser Advisor in the manner it considers to be the most equitable and consistent with reasonable care except by reason of its fiduciary obligations to the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting Fund and to such brokerage firms or firms or counterpartiesother clients.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such futures agreements entered into by the Funds to the Adviser upon the Adviser’s reasonable request, if applicable. It is the Sub-Adviser’s 's general policy in selecting a broker to effect a particular transaction to seek to obtain “"best execution,” ", which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Trust's Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s 's overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations brokerage placements to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiestherefor.

Brokerage. The With respect to the Sub-Adviser is Advisor's Allocated Portion, the Sub-Advisor shall be responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, selection and for negotiation of brokerage commission rates. The Sub-Adviser shall have Advisor may direct orders to an affiliated person of the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf of Advisor or to any other broker-dealer who has been identified by the Funds. Adviser shall provide such assistance Advisor to the Sub-Adviser in setting up and maintaining brokerage accounts and Advisor as an affiliate of any other accounts as investment manager without prior authorization to use such affiliated broker or dealer by the Trust's Board of Trustees, provided that the Sub-Adviser Advisor does so in a manner consistent with Sections 17(a) and 17(e) of the Investment Company Act, Rule 17e-1 thereunder and the Rule 17e-1 procedures adopted by the Trust (a copy of which shall reasonably request to allow for by provided by the purchase or sale of various forms of securities and instruments pursuant to this AgreementAdvisor). The Sub-Adviser Advisor's primary consideration in effecting a securities transaction will provide copies of all such agreements be execution at the most favorable price. In selecting a broker-dealer to the Adviser upon the Adviser’s reasonable request. It is execute each particular transaction, the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of Advisor may take the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors following into consideration, including (as applicable), but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Advisor and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for each Fund through broker-dealers (including, to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such brokera broker or dealer that provides (directly or indirectly) brokerage or research services to the Sub-dealers Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or and research services provided by such broker-broker or dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s Advisor's or the Advisor's overall responsibilities with respect to the Fund. The Sub-Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such Fund and brokers or dealers who also provide research or statistical material, or other accounts services, to which the Trust, the Advisor, any affiliate of either, or the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act)Advisor. Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable lawsdetermine, rules and regulations. The the Sub-Adviser will submit reports Advisor shall report on such allocations regularly to the Adviser as reasonably requested by Advisor and the Adviser, in such form as may be mutually agreed to by the parties heretoTrust, indicating the broker-dealers to whom such allocations have been made and the basis thereforetherefor. The Sub-Adviser shall not Advisor is also authorized to consider sales of shares of the Fund as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Sub-Advisor deems the purchase or sale of a security to be liable for any act in the best interest of the Fund as well as other clients of the Sub-Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or omission sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of any brokerage firm the securities so purchased or firms or counterparties designated by sold, as well as the Adviser or chosen expenses incurred in the transaction, will be made by the Sub-Adviser Advisor in the manner it considers to be the most equitable and consistent with reasonable care except by reason of its fiduciary obligations to the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting Fund and to such brokerage firms or firms or counterpartiesother clients.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each FundPortfolio, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s 's general policy in selecting a broker to effect a particular transaction to seek to obtain “"best execution,” " which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund Portfolio on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliatesdealers affiliated with the Sub-Adviser) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and as interpreted by the SEC, and to cause such Fund Portfolio to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s 's overall responsibilities with respect to such Fund Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser Manager regularly as reasonably requested by the AdviserManager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiestherefor.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price under the circumstances and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price availableavailable prices; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. The foregoing list is not exhaustive and collectively, including with items not listed, are the “Portfolio Execution Services”. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the Portfolio Execution Services offered under the circumstances of any particular transaction. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. [The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy the Investment Adviser's obligation to obtain best price and sell securities for each Fundexecution, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Investment Adviser shall have full discretion to select brokers or dealers to effect the express authority to negotiate, open, continue purchase and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-sale of securities. When the Investment Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow places orders for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to for the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy Portfolios, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution or dealer has furnished statistical, research or other information or services for the benefit of the transaction at Portfolios directly or indirectly. Without limiting the best obtainable price and taking into account all relevant factors and considerations generality of the specific transactionforegoing, with payment of the Investment Adviser is authorized to cause the Portfolios to pay brokerage commissions which are may be in excess of the lowest rates available to brokers who execute transactions for the Portfolios or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that the Investment Adviser determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the brokerparticular transaction to which the commission relates or the Investment Adviser's overall responsibilities with respect to accounts as to which the Investment Adviser exercises investment discretion. Consistent with this policy, and when selecting The Investment Adviser may aggregate securities orders so long as the Investment Adviser adheres to a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition policy of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer allocating investment opportunities to the investment performance Portfolios over a period of the applicable Fund time on a continuing basisfair and equitable basis relative to other clients. Subject In no instance will the Portfolios’ securities be purchased from or sold to such policies and procedures as the Fund's principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Adviser shall report to the Board of Trustees may determineDirectors of the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Adviser, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, pursuant to the extent permissible under applicable lawforegoing paragraph, broker-dealer affiliates) who provide brokerage and/or research servicesand shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Investment Adviser to the Fund and the Investment Adviser's other clients, as that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and that such services are defined commissions were paid in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy the Investment Advisor's obligation to --------- obtain best price and sell securities for each Fundexecution, broker-dealer selection, and negotiation of brokerage commission rates. Sub-Adviser the Investment Advisor shall have full discretion to select brokers or dealers to effect the express authority to negotiate, open, continue purchase and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf sale of securities. When the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow Investment Advisor places orders for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to for the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy Portfolio, in selecting brokers or dealers to execute such orders, the Investment Advisor is expressly authorized to consider the fact that a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution or dealer has furnished statistical, research or other information or services for the benefit of the transaction at Portfolio directly or indirectly. Without limiting the best obtainable price and taking into account all relevant factors and considerations generality of the specific transactionforegoing, with payment of the Investment Advisor is authorized to cause the Portfolio to pay brokerage commissions which are may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Advisor, provided that the Investment Advisor determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the brokerparticular transaction to which the commission relates or the Investment Advisor's overall responsibilities with respect to accounts as to which the Investment Advisor exercises investment discretion. Consistent with this policy, and when selecting The Investment Advisor may aggregate securities orders so long as the Investment Advisor adheres to a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition policy of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer allocating investment opportunities to the investment performance Portfolio over a period of the applicable Fund time on a continuing basisfair and equitable basis relative to other clients. Subject In no instance will the Portfolio's securities be purchased from or sold to such policies and procedures as the Fund's principal underwriter, the Investment Advisor, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Advisor shall report to the Board of Trustees may determineDirectors of the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Advisor, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, pursuant to the extent permissible under applicable lawforegoing paragraph, broker-dealer affiliates) who provide brokerage and/or research servicesand shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Advisor to the Fund and the Investment Advisor's other clients, as that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and that such services are defined commissions were paid in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. a) The Sub-Adviser is responsible for and is hereby appointed as the Adviser’s agent with the authority to act in regard to making decisions to buy and sell securities for each Fundthe Company, broker-dealer selection, and negotiation of brokerage commission rates. Sub-Adviser shall have the express authority to (i) place orders for the execution of such securities transactions, including any derivative transactions, with or through such brokers, dealers, foreign currency dealers, futures commission merchants (“FCM”) or issuers as the Sub-Adviser may reasonably select; (ii) negotiate, execute and enter into brokerage contracts and other trading agreements, including but not limited to, futures account agreements, ISDA Master Agreements and other trading documents related thereto, on behalf of the Company, and (iii) negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf of the FundsCompany. Adviser shall provide such assistance In order to meet margin or collateral requirements for futures, forwards and other derivative instruments, the Sub-Adviser in setting up may direct payments of cash, cash equivalents, and maintaining brokerage accounts securities and other property into segregated accounts or FCM accounts established hereunder as the Sub-Adviser shall reasonably request to allow for deems desirable or appropriate, provided that Sub-Adviser’s actions are in accordance with the purchase or sale terms of various forms of securities and instruments pursuant to this Agreement. , and applicable law; b) Upon reasonable request, Sub-Adviser will provide copies of all such brokerage agreements entered into by the Company to the Adviser upon the Adviser’s reasonable request, if applicable. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” ”, which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. ; and c) Consistent with this policy, and when selecting a broker the Sub-Adviser Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the broker’s execution capabilities and any research provided by the broker that aids the Sub-Adviser’s investment decision-making process; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund Company on a continuing basis. Subject to such policies and procedures and other written instructions as the Adviser or the Board of Trustees Directors may determineadopt, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund the Company to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund the Company and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund the Company to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations brokerage placements to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. . d) The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties. Sub-Adviser maintains procedures which allow for the Sub-Adviser to participate as a buyer in underwritten public offerings in which entities affiliated with Sub-Adviser are selling shareholders. Additionally, Sub-Adviser maintains procedures which allow for the Sub-Adviser to participate as a selling shareholder in underwritten public offerings in which entities affiliated with Sub-Adviser are buying shares. Sub-Adviser will report to Adviser quarterly all purchases and sales that were effected pursuant to such procedure during the preceding quarter.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy the Investment Adviser’s obligation to obtain best price and sell securities for each Fundexecution, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Investment Adviser shall have full discretion to select brokers or dealers to effect the express authority to negotiate, open, continue purchase and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-sale of securities. When the Investment Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow places orders for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to for the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy Portfolio, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution or dealer has furnished statistical, research or other information or services for the benefit of the transaction at Portfolio directly or indirectly. Without limiting the best obtainable price and taking into account all relevant factors and considerations generality of the specific transactionforegoing, with payment of the Investment Adviser is authorized to cause the Portfolio to pay brokerage commissions which are may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that the Investment Adviser determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the brokerparticular transaction to which the commission relates or the Investment Adviser’s overall responsibilities with respect to accounts as to which the Investment Adviser exercises investment discretion. Consistent with this policy, and when selecting The Investment Adviser may aggregate securities orders so long as the Investment Adviser adheres to a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition policy of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer allocating investment opportunities to the investment performance Portfolio over a period of the applicable Fund time on a continuing basisfair and equitable basis relative to other clients. Subject In no instance will the Portfolio’s securities be purchased from or sold to such policies and procedures as the Fund's principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Adviser shall report to the Board of Trustees may determineDirectors of the Fund at least quarterly with respect to brokerage transactions that were entered into by the Investment Adviser, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, pursuant to the extent permissible under applicable lawforegoing paragraph, broker-dealer affiliates) who provide brokerage and/or research servicesand shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Investment Adviser to the Fund and the Investment Adviser's other clients, as that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term, and that such services are defined commissions were paid in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each the Fund. Although the Fund will primarily invest in 504 First Lien Loans and such investments will generally be made without the use of a broker-dealer, the Adviser is responsible for broker-dealer selection, selection and for negotiation of brokerage commission rates. Sub-Adviser shall have the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements rates with respect to all portfolio transactions entered into by Sub-other Fund investments, provided that the Adviser on behalf will not direct an order to an affiliated person of the FundsAdviser without general prior authorization to use such affiliated broker or dealer from the Fund’s Chief Compliance Officer. Adviser shall provide such assistance The Adviser’s primary consideration in executing a securities transaction will be to the Subseek best execution. In selecting broker-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request dealers to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to execute transactions, the Adviser upon may take the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transactionfollowing, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policyamong other things, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the brokerage services offered. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted the Adviser will not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the SEC, and to cause such Fund to pay any such broker-dealers a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting executing a portfolio investment transaction in excess of the amount of commission another broker-broker or dealer would have charged for effecting executing that transaction, if the Sub-Adviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or and research services provided by such broker-broker or dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such the Fund and to other accounts clients of the Adviser as to which the Sub-Adviser exercises investment discretion (as such term discretion. Subject to the same policies and legal provisions, the Adviser is defined in Section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of a the Fund to such broker-brokers or dealers shall who also provide research or statistical material, or other services to the Fund, the Adviser or any affiliate of either. Such allocation will be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports determine, and the Adviser will report on such allocations regularly to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties heretoFund, indicating the broker-dealers to whom such allocations have been made and the basis thereforetherefor. The Sub-On occasions when the Adviser shall not deems the purchase or sale of a security to be liable for any act in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or omission sold to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, the allocation of any brokerage firm the securities so purchased or firms or counterparties designated sold, as well as the expense incurred in the transaction, will be made by the Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Fund authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard institutional customer agreements with such broker or chosen brokers as the Adviser will select as provided herein. The Adviser will cause all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian will direct. All securities and other property of the Fund will remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Sub-Board. The Adviser with reasonable care further will have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Fund from time to time. The Adviser will not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesas expressly provided herein.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, --------- broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such futures agreements entered into by the Funds to the Adviser upon the Adviser’s reasonable request, if applicable. It is the Sub-Adviser’s 's general policy in selecting a broker to effect a particular transaction to seek to obtain “"best execution,” ", which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker's execution capabilities and any research provided by the broker that aids the Sub-dealer to the Adviser's investment performance of the applicable Fund on a continuing basisdecision-making process. Subject to such policies and procedures as the Trust's Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s 's overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations brokerage placements to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, In selecting broker-dealer selection, and negotiation of brokerage commission rates. Sub-Adviser shall have the express authority dealers to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio execute transactions entered into by Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to , the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as Advisor will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any Fund transaction, the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser Advisor will provide copies of consider all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transactionit deems relevant, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable)including, but not limited to: , the best breadth of the market in the security, the price available; of the reliabilitysecurity, integrity and the financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution execution capability of the broker-dealer to and the investment performance reasonableness of the applicable Fund commission, if any, for the specific transaction and on a continuing basis. Subject In selecting broker-dealers to such policies execute a particular transaction, and procedures as in evaluating the Board of Trustees may determinebest overall terms available, the Sub-Adviser shall have discretion Advisor is authorized to effect investment transactions for each Fund through broker-dealers consider the brokerage and research services (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")) provided to the Funds and/or other accounts over which the Sub-Advisor or its affiliates exercise investment discretion. The parties hereto acknowledge that it is desirable for MST and MFFT that the Sub-Advisor have access to supplemental investment and market research and security and economic analysis provided by broker-dealers who may execute brokerage transactions at a higher cost to MST and MFFT than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, and as interpreted by the SEC, and to Sub-Advisor may cause such a Fund to pay any such a broker-dealers an amount of dealer which furnishes brokerage and research services a higher commission for effecting a portfolio investment transaction in excess of the amount of commission than that which might be charged by another broker-dealer would have charged for effecting that the same transaction, if provided that the Sub-Adviser Advisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, viewed in terms of either that the particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which of the Sub-Adviser exercises investment discretion (as Advisor to the Funds. It is understood that the services provided by such term is defined brokers may be useful to the Sub-Advisor in connection with the Sub-Advisor's services to other clients. In accordance with Section 3(a)(3511(a) of the 1934 Act). Allocation of orders placed by Act and Rule 11a2-2(T) thereunder and subject to any other applicable laws and regulations, the Sub-Adviser on behalf of a Fund Advisor and its affiliates are authorized to such broker-dealers shall be in such amounts effect portfolio transactions for the Funds and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports to retain brokerage commissions on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiestransactions.

Brokerage. The SubIn selecting brokers-Adviser is responsible for decisions dealers to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. Sub-Adviser shall have the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio execute transactions entered into by Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to Fund, the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as Advisor will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any Fund transaction, the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser Advisor will provide copies of consider all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transactionit deems relevant, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable)including, but not limited to: , the best breadth of the market in the security, the price available; of the reliabilitysecurity, integrity and the financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution execution capability of the broker-dealer to and the investment performance reasonableness of the applicable Fund commission, if any, for the specific transaction and on a continuing basis. Subject In selecting brokers-dealers to such policies execute a particular transaction, and procedures as in evaluating the Board of Trustees may determinebest overall terms available, the Sub-Adviser shall have discretion Advisor is authorized to effect investment transactions for each Fund through broker-dealers consider the brokerage and research services (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")) provided to the Fund and/or other accounts over which the Sub-Advisor or its affiliates exercise investment discretion. The parties hereto acknowledge that it is desirable for the Company that the Sub-Advisor have access to supplemental investment and market research and security and economic analysis provided by brokers-dealers who may execute brokerage transactions at a higher cost to the Company than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, and as interpreted by the SEC, and to Sub-Advisor may cause such the Fund to pay any such a broker-dealers an amount of dealer which furnishes brokerage and research services a higher commission for effecting a portfolio investment transaction in excess of the amount of commission than that which might be charged by another broker-dealer would have charged for effecting that the same transaction, if provided that the Sub-Adviser Advisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, viewed in terms of either that the particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which of the Sub-Adviser exercises investment discretion (as Advisor to the Fund. It is understood that the services provided by such term is defined brokers may be useful to the Sub-Advisor in connection with the Sub-Advisor's services to other clients. In accordance with Section 3(a)(3511(a) of the 1934 Act). Allocation of orders placed by Act and Rule 11a2-2(T) thereunder and subject to any other applicable laws and regulations, the Sub-Adviser on behalf of a Advisor and its affiliates are authorized to effect portfolio transactions for the Fund and to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports retain brokerage commissions on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiestransactions.

Brokerage. The Sub-Adviser is responsible for decisions authorized, subject to buy the supervision of the Trust's Board of Trustees, (1) to establish and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. Sub-Adviser shall have the express authority to negotiate, open, continue and terminate brokerage maintain accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance each Fund with, and to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow place orders for the purchase or and sale of various forms of securities and instruments pursuant assets not allocated to this Agreement. Sub-Adviser will provide copies of all a Subadviser, with or through, such agreements to persons, brokers or dealers ("brokers") as the Adviser upon may select; and (2) to negotiate commissions to be paid on such transactions. In the Adviser’s reasonable request. It is selection of such brokers and the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to placing of such orders, the Adviser shall seek to obtain “best execution,” which means prompt and efficient execution of for a Fund the transaction at the best obtainable most favorable price and taking into account all relevant factors and considerations of the specific transactionexecution available, with payment of commissions which are reasonable in relation except to the value of extent the Adviser may be permitted to pay higher brokerage services commissions for brokerage and research services, as provided by below. In using its reasonable efforts to obtain for a Fund the broker. Consistent with this policymost favorable price and execution available, and when selecting a broker the Sub-Adviser will take relevant Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors into considerationit deems relevant, including (as applicable)price, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of the transaction, the nature of the market for the security, the amount of the commission, if any, the timing of the transaction, market prices and difficulty in executing trends, the order; reputation, experience and financial stability of the broker involved, and the value quality of service rendered by the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basisbroker in other transactions. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall not be deemed to have discretion acted unlawfully or to effect investment transactions for each have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund through broker-dealers to pay a broker that provides brokerage and research services (including, to within the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended (amended) to the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers Adviser an amount of commission for effecting a portfolio Fund's investment transaction that is in excess of the amount of commission that another broker-dealer broker would have charged for effecting that transaction, if if, but only if, the Sub-Adviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or and research services provided by such broker-broker or dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities of the Adviser with respect to such Fund and other the accounts as to which the Sub-Adviser it exercises investment discretion (as discretion. It is recognized that the services provided by such term is defined brokers may be useful to the Adviser in Section 3(a)(35) connection with the Adviser's services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf best interests of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser well as reasonably requested by other clients 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 sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such form event, allocation of securities so sold or purchased, as may well as the expenses incurred in the transaction, will be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by in the Sub-manner the Adviser considers to be the most equitable and consistent with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting its fiduciary obligations to each Fund and to such brokerage firms or firms or counterpartiesother clients.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek obligation to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determineexecution, the Sub-Adviser shall have full discretion to select brokers or dealers to effect investment transactions the purchase and sale of securities. When the Sub-Adviser places orders for each Fund through brokerthe purchase or sale of securities for the Fund, in selecting brokers or dealers to execute such orders, the Sub-dealers (includingAdviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, to research or other information or services for the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) benefit of the Securities Exchange Act Fund directly or indirectly. Without limiting the generality of 1934the foregoing, as amended (the “1934 Act”), and as interpreted by the SEC, and Sub-Adviser is authorized to cause such the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction brokerage commissions which may be in excess of the amount of commission another brokerlowest rates available to brokers who execute transactions for the Fund or who otherwise provide brokerage and research services utilized by the Sub-dealer would have charged for effecting Adviser, provided that transaction, if the Sub-Adviser determines in good faith that such the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, broker viewed in terms of either that the particular investment transaction to which the commission relates or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act)discretion. Allocation of orders placed by the The Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions may aggregate securities orders so long as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable lawsadheres to a policy of allocating investment opportunities to the Fund over a period of time on a fair and equitable basis relative to other clients. In no instance will the Fund’s securities be purchased from or sold to the Trust’s principal underwriter, rules and regulations. The the Investment Adviser, the Sub-Adviser will submit reports on such allocations or any affiliated person thereof, except to the Adviser as reasonably requested extent permitted by the Adviser, in such form as may be mutually agreed to SEC exemptive order or by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis thereforeapplicable law. The Sub-Adviser shall not be liable for any act or omission report to the Board of any Trustees of the Trust at least quarterly with respect to brokerage firm or firms or counterparties designated transactions that were entered into by the Sub-Adviser, pursuant to the foregoing paragraph, and shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Sub-Adviser to the Fund and the Sub-Adviser’s other clients, that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund over the long term. Further, the Sub-Adviser will disclose to the Board of Trustees: (i) all material new or chosen amended arrangements it may have with regard to the Fund’ securities transactions, (ii) the utilization of “soft dollar commissions” by the Fund and the Sub-Adviser with reasonable care except by reason respect to the Fund, and (iii) such other matters as the Board of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesTrustees may reasonably request.

Brokerage. The Sub-Except as mutually agreed upon in writing between the Adviser is responsible for decisions to buy and sell securities for each FundSubadviser, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Adviser shall have the express authority be responsible to negotiate, open, continue establish and terminate brokerage maintain accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up Fund with, and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow place orders for the investment and reinvestment, including without limitation purchase or and sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all the Subadviser Assets with or through, such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transactionpersons, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers brokers (including, to the extent permissible under permitted by applicable law, broker-dealer affiliatesany broker affiliated with the Subadviser) who provide or dealers (collectively "Brokers") as Adviser may elect and negotiate commissions to be paid on such transactions. The Adviser, however, is not required to obtain the consent of the Trust's Board of Trustees prior to establishing any such brokerage and/or account. The Adviser shall place all orders for the purchase and sale of portfolio investments for the Fund's account with Brokers selected by the Adviser. In the selection of such Brokers and the placing of such orders, the Adviser shall seek to obtain for the Fund the best execution available. In using its reasonable efforts to obtain for the Fund the best execution available, the Adviser, bearing in mind the best interests of the Fund at all times, shall consider all factors it deems relevant, including (without limitation) price, the size of the transaction, the breadth and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the Broker involved, and the quality of service rendered by the Broker in other transactions. The Adviser shall not consider a Broker's sale of Fund shares when selecting the Broker to execute trades. Subject to such policies as the Trustees may determine, or as may be mutually agreed to by the Adviser and the Subadviser, the Adviser is authorized but not obligated to cause, and shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused, the Fund to pay a Broker that provides brokerage and research services, as such services are defined in (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended () to the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers Adviser an amount of commission for effecting a portfolio Subadviser Assets investment transaction that is in excess of the amount of commission that another broker-dealer Broker would have charged for effecting that transactiontransaction if, if but only if, the Sub-Adviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, Broker viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities responsibility of the Adviser with respect to such Fund and other the accounts as to which the Sub-Adviser it exercises investment discretion (as discretion. It is recognized that the services provided by such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall Brokers may be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations useful to the Adviser in connection with 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 interests of the Fund with respect to the Adviser Assets as reasonably requested by well as other clients 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 sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such form event, allocation of securities so sold or purchased, as may well as the expenses incurred in the transaction, will be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. It is recognized that in some cases, this procedure may adversely affect the price paid or chosen received by the Sub-Adviser with reasonable care except by reason Fund or the size of the Sub-Adviser’s willful misfeasanceposition obtainable for, bad faithor disposed of by, gross negligence, fraud, reckless disregard or willful misconduct in connection the Fund with selecting such brokerage firms or firms or counterpartiesrespect to the Adviser Assets.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this AgreementFund. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” ”, which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the broker’s execution capabilities and any research provided by the broker that aids the Sub-Adviser’s investment decision-making process; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy the Investment Adviser’s obligation to obtain best price and sell securities for each Fundexecution, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Investment Adviser shall have full discretion to select brokers or dealers to effect the express authority to negotiate, open, continue purchase and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-sale of securities. When the Investment Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow places orders for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to for the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy Fund, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution or dealer has furnished statistical, research or other information or services for the benefit of the transaction at Fund directly or indirectly. Without limiting the best obtainable price and taking into account all relevant factors and considerations generality of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determineforegoing, the Sub-Investment Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and is authorized to cause such the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction brokerage commissions which may be in excess of the amount of commission another broker-dealer would have charged lowest rates available to brokers who execute transactions for effecting the Fund or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that transaction, if the Sub-Investment Adviser determines in good faith that such the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, broker viewed in terms of either that the particular investment transaction to which the commission relates or the Sub-Investment Adviser’s overall responsibilities with respect to such Fund and other accounts as to which the Sub-Investment Adviser exercises investment discretion (discretion. The Investment Adviser may aggregate securities orders so long as such term is defined the Investment Adviser adheres to a policy of allocating investment opportunities to the Fund over a period of time on a fair and equitable basis relative to other clients. In no instance will the Fund’s securities be purchased from or sold to the Trust’s principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Adviser shall report to the Board of Trustees at least quarterly with respect to brokerage transactions that were entered into by the Investment Adviser, pursuant to the foregoing paragraph, and shall certify to the Board of Trustees that the commissions paid were reasonable in Section 3(a)(35) terms either of that transaction or the overall responsibilities of the 1934 Act). Allocation of orders placed Investment Adviser to the Fund and the Investment Adviser’s other clients, that the total commissions paid by the Sub-Fund were reasonable in relation to the benefits to the Fund over the long term. Further, the Investment Adviser on behalf will disclose to the Board of a Trustees: (i) all material new or amended arrangements it may have with regard to the Fund’s securities transactions, (ii) the utilization of “soft dollar commissions” by the Fund and the Investment Adviser with respect to the Fund, and (iii) such broker-dealers shall be in such amounts and proportions other matters as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as Board of Trustees may reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesrequest.

Brokerage. The Sub-Adviser is responsible for decisions may place orders pursuant to buy and sell securities its investment determinations for each FundFund directly with the issuers of the securities, brokeror with brokers or dealers selected by the Sub-dealer selectionAdviser. Neither the Sub-Adviser, and negotiation nor any of brokerage commission ratesits partners, members, directors, officers, or employees, as applicable, may act as principal or agent or receive any commissions in connection with the foregoing transactions. The Sub-Adviser shall have may, in respect of the express authority to negotiatePortfolio, open, continue open and terminate maintain brokerage accounts of all types on behalf of and other brokerage arrangements with respect to all portfolio transactions entered into by in the name of a Fund. The Sub-Adviser on behalf may enter into standard customer agreements with brokers and direct payments of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up cash, cash equivalents and maintaining brokerage accounts securities and other property into such brokerage accounts as the Sub-Adviser shall reasonably request deems desirable or appropriate. In selecting brokers or dealers to allow for the purchase or sale execute transactions on behalf of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determineFund, the Sub-Adviser shall have discretion to effect investment transactions seek “best execution”. In assessing “best execution”, the Sub-Adviser will consider all factors it deems relevant, including, but not limited to, 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 each Fund through the specific transaction and on a continuing basis. In selecting broker-dealers to execute a particular transaction, and in evaluating the best overall terms available, the Sub-Adviser is authorized to consider the brokerage and research services (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided to the Fund and/or other accounts over which the Sub-Adviser or its affiliates exercise investment discretion. The parties hereto acknowledge that it is desirable for the Company that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by broker-dealers who may execute brokerage transactions at a higher cost to a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, and as interpreted by the SEC, and to Sub-Adviser may cause such Fund to pay any such a broker-dealers an amount of dealer that furnishes brokerage and research services a higher commission for effecting a portfolio investment transaction in excess of the amount of commission than that which might be charged by another broker-dealer would have charged for effecting that the same transaction, if provided that the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, viewed in terms of either that the particular investment transaction or the overall responsibilities of the Sub-Adviser to such Fund in compliance with Section 28(e) of the 1934 Act. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with the Sub-Adviser’s overall responsibilities with respect services to such Fund and other accounts to which the clients. The Sub-Adviser exercises may, but shall not be obligated to, aggregate or bunch orders for the purchase or sale of securities for any Fund with orders for its other clients where: (i) such aggregation or bunching of orders is not inconsistent with such Fund’s investment discretion objectives, policies and procedures and (as such term is defined in Section 3(a)(35ii) the allocation of the 1934 Act). Allocation securities so purchased or sold, as well as the allocation of orders placed expenses incurred in any such transaction, shall be made by the Sub-Adviser on behalf in a manner that complies with the Sub-Adviser’s trade allocation policies and procedures and is fair and equitable in the judgment of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity and is consistent with its responsibilities under applicable laws, rules and regulations. The the Sub-Adviser will submit reports on Adviser’s fiduciary obligations to such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-Fund and each of its other clients. Broker or dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen selected by the Sub-Adviser for the purchase and sale of securities or other investment instrument for the Fund may include brokers or dealers affiliated with reasonable care except by reason of the Sub-Adviser, provided such orders comply with Rule 17e-1 and Rule 10f-3 under the 1940 Act and the Company’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesRule 17e-1 and Rule 10f-3 Procedures.

Brokerage. The Subject to any guidelines annexed hereto, Sub-Adviser is responsible for decisions Investment Manager shall use its best efforts to buy and sell securities for each Fundobtain execution of orders at the most favorable prices reasonably obtainable. When determining the most favorable prices reasonably obtainable, broker-dealer selection, and negotiation of brokerage commission rates. Sub-Adviser shall have the express authority to negotiateInvestment Manager may consider, open, continue and terminate brokerage accounts and other brokerage arrangements in accordance with respect to all portfolio transactions entered into by Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, the value of the receipt by Sub-Investment Manager of services that affect securities transactions and incidental functions, such as amended (the “1934 Act”)clearance and settlement services, and advice as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of securities, the brokerage advisability of investing in securities, the availability of securities or research purchasers or buyers of securities, and analyses and reports concerning issues, industries, securities, economic factors, trends, portfolio strategy, and the performance of accounts. Commissions charged by brokers who provide these services may be somewhat higher than the commissions charged by brokers who do not provide these services, provided by such broker-dealer, viewed in terms of either that particular investment transaction or the if Sub-Adviser’s overall responsibilities Investment Manager should at any time enter into any arrangement with respect a broker to such Fund provide Sub-Investment Manager with research and other accounts facilities or any other services or benefits in return for placing business with it, the arrangement will provide that all transactions for the Client Accounts with or through that broker will be effected by that broker so as to secure best execution (disregarding any benefit which may ensure directly or indirectly to Investment Manager from the facilities, services or benefits provided under the arrangement). Sub-Adviser exercises investment discretion (as Investment Manager will, in any event, disclose to Investment Manager any such term is defined arrangements in Section 3(a)(35) existence at the date of the 1934 Act)this Agreement and will thereafter disclose any such arrangement to Investment Manager on each anniversary thereof. Allocation Details of orders placed by the Sub-Adviser Investment Manager' policy on behalf Soft Commission (Soft Dollar) Agreements are set out in Schedule D (Soft Commission) annexed on this Agreement. In the course of a Fund to such broker-dealers shall be in such amounts and proportions as the its business Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules Investment Manager intends to perform investment management and regulationsadvisory services for other clients. The Investment Manager's attention is drawn to the contents of Schedule F (Conflicts) which sets out the basis on which Sub-Adviser will submit reports on such allocations Investment Manager is to the Adviser as reasonably requested by the Adviser, act both having regard to its duties to Investment Manager and its other clients and in such form as transactions in which Sub-Investment Manager or connected persons may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act involved (whether as principal or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesas agent).

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” ”, which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the broker’s execution capabilities and any research provided by the broker-dealer that aids the Sub-Adviser’s investment decision making process; and the value of the expected contribution of the broker-broker dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiestherefor.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreementeach Fund. Sub-Adviser will provide copies of all such brokerage agreements entered into by the Funds to the Adviser upon the Adviser’s reasonable request, if applicable. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” ”, which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the broker’s execution capabilities and any research provided by the broker that aids the Sub-Adviser’s investment decision-making process; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Trust’s Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations brokerage placements to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible for decisions may place orders pursuant to buy and sell securities its investment determinations for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. Sub-Adviser shall have Fund directly with the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf issuers of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase securities, or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is with brokers or dealers selected by the Sub-Adviser’s general policy . Neither the Sub- Adviser, nor any of its partners, members, directors, officers, or employees, as applicable, may act as principal or agent or receive any commissions in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of connection with the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the brokerforegoing transactions. Consistent with this policy, and when selecting a broker the The Sub-Adviser will take relevant factors into considerationmay, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition in respect of the broker-dealer; the size Portfolio, open and maintain brokerage accounts of all types on behalf of and difficulty in executing the order; name of a Fund. The Sub- Adviser may enter into standard customer agreements with brokers and the value direct payments of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to cash, cash equivalents and securities and other property into such policies and procedures brokerage accounts as the Board Sub- Adviser deems desirable or appropriate. In selecting brokers or dealers to execute transactions on behalf of Trustees may determinea Fund, the Sub-Adviser shall have discretion to effect investment transactions seek "best execution". In assessing "best execution", the Sub- Adviser will consider all factors it deems relevant, including, but not limited to, 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 each Fund through the specific transaction and on a continuing basis. In selecting broker-dealers to execute a particular transaction, and in evaluating the best overall terms available, the Sub-Adviser is authorized to consider the brokerage and research services (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”")) provided to the Fund and/or other accounts over which the Sub-Adviser or its affiliates exercise investment discretion. The parties hereto acknowledge that it is desirable for the Company that the Sub-Adviser have access to supplemental investment and market research and security and economic analysis provided by broker-dealers who may execute brokerage transactions at a higher cost to a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, and as interpreted by the SEC, and to Sub-Adviser may cause such Fund to pay any such a broker-dealers an amount of dealer that furnishes brokerage and research services a higher commission for effecting a portfolio investment transaction in excess of the amount of commission than that which might be charged by another broker-dealer would have charged for effecting that the same transaction, if provided that the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or and research services provided by such broker-broker- dealer, viewed in terms of either that the particular investment transaction or the Sub-Adviser’s overall responsibilities with respect of the Sub- Adviser to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in compliance with Section 3(a)(3528(e) of the 1934 Act). Allocation It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with the Sub- Adviser's services to other clients. The Sub-Adviser may, but shall not be obligated to, aggregate or bunch orders for the purchase or sale of securities for any Fund with orders for its other clients where: (i) such aggregation or bunching of orders placed is not inconsistent with such Fund's investment objectives, policies and procedures and (ii) the allocation of the securities so purchased or sold, as well as the allocation of expenses incurred in any such transaction, shall be made by the Sub-Adviser on behalf in a manner that complies with the Sub-Adviser's trade allocation policies and procedures and is fair and equitable in the judgment of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity and is consistent with its responsibilities under applicable laws, rules and regulations. The the Sub-Adviser will submit reports on Adviser's fiduciary obligations to such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-Fund and each of its other clients. Broker or dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen selected by the Sub-Adviser for the purchase and sale of securities or other investment instrument for the Fund may include brokers or dealers affiliated with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection provided such orders comply with selecting such brokerage firms or firms or counterpartiesRule 17e-1 and Rule 10f-3 under the 1940 Act and the Company's Rule 17e-1 and Rule 10f-3 Procedures.

Brokerage. The Sub-Except as otherwise agreed with the Adviser is responsible herein or otherwise, the Subadviser will utilize counterparties for decisions to buy futures and sell securities for each Fund, broker-dealer selectionoptions clearing, and negotiation ISDAs for over-the-counter derivatives under agreements set up by, or in the name of, the Adviser or the Fund. Notwithstanding the foregoing, at the request of brokerage commission rates. Sub-the Adviser shall have and subject to the express authority to negotiateAdviser’s review and approval, openSubadviser may negotiate and enter into such trading terms, continue and terminate brokerage accounts ISDAs, control agreements, clearing agreements and other brokerage trading arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf of the FundsFund as may be necessary for the Subadviser to effect transactions for Subadviser Assets with brokers, dealers and counterparties selected by the Subadviser. Adviser shall provide The Subadviser will be responsible for managing any collateral and margin requirements associated with investments made for the Subadviser Assets and will perform in-house reconciliation procedures on such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all information regarding such agreements reconciliations to the Adviser upon the Adviser’s reasonable request. It is The Subadviser shall notify the Sub-Adviser’s general Custodian, the relevant counterparty and the Adviser of any significant discrepancies in the collateral requirements or daily collateral management activity promptly of the Subadviser becoming aware of a discrepancy and shall work to resolve any discrepancies in the collateral requirements or daily collateral management activity promptly after the time as of which the Subadviser becomes aware of such discrepancy. In selecting brokers or dealers to execute transactions on behalf of the Subadviser Assets, it shall be the policy in selecting a broker to effect a particular transaction of the Subadviser to seek to obtain “best execution and the Subadviser agrees to act in conformance with its best execution policies and procedures. Subadviser shall provide updates of such best execution policies and procedures to the Adviser and the Fund upon the implementation of any material changes made thereto. In assessing best execution,” , the Subadviser will consider factors it deems relevant, which means prompt and efficient execution may include, without limitation, the breadth of the transaction at market in the best obtainable security, the price and taking into account all relevant factors and considerations of the specific transactionsecurity, with payment of commissions which are reasonable in relation to the value financial condition and execution capability of the brokerage services provided by broker or dealer and the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition reasonableness of the broker-dealer; commission, if any, for the size of specific transaction and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject In selecting brokers or dealers to such policies execute a particular transaction, and procedures as the Board of Trustees may determinein evaluating best execution, the Sub-Adviser shall have discretion Subadviser is authorized to effect investment transactions for each Fund through broker-dealers consider the brokerage and research services (including, to within the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation amended) provided to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and and/or other accounts to over which the Sub-Adviser Subadviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act)discretion. Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested Other than upon prior written approval by the Adviser, Subadviser will not engage in any transactions with respect to the Subadviser Assets with any affiliate of the Adviser. Subadviser will provide to Adviser a written list of its affiliates and will, from time to time, update such form list as may be mutually agreed necessary. Adviser has provided to by the parties hereto, indicating the broker-Subadviser a written list of affiliated brokers and dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasanceand will, bad faithfrom time to time, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting update and deliver such brokerage firms or firms or counterpartieslist as necessary.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. The Sub-Adviser will provide copies of all such brokerage agreements entered into by the Funds to the Adviser upon the Adviser’s reasonable request, if applicable. It is the Sub-Adviser’s 's general policy in selecting a broker to effect a particular transaction to seek to obtain “"best execution,” ", which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the broker's execution capabilities and any research provided by the broker that aids the Sub-Adviser's investment decision-making process; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Trust's Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s 's overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations brokerage placements to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Subadviser is authorized, subject to the supervision of the Adviser is responsible for decisions and the Trustees, to buy establish and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. Sub-Adviser shall have the express authority to negotiate, open, continue and terminate brokerage maintain accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up each Fund with, and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow place orders for the purchase or and sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all the Subadviser Assets with or through, such agreements persons, brokers (including to the extent permitted by applicable law, any broker affiliated with the Subadviser) or dealers (collectively, "Broker(s)") as Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser upon or the Adviser’s reasonable requestTrustees prior to establishing any such brokerage account. It is The Subadviser shall place all orders for the Sub-Adviser’s general policy in selecting purchase and sale of Fund Investments for a broker to effect a particular transaction to Fund's account with brokers selected by the Subadviser. In the selection of such Brokers and the placing of such orders, the Subadviser shall seek to obtain “best execution,” which means prompt and efficient execution of for a Fund, in its opinion, the transaction at the best obtainable most favorable price and taking into account all relevant factors and considerations of the specific transactionexecution available, with payment of commissions which are reasonable in relation except to the value of extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for a Fund the brokerage services provided by most favorable price and execution available, the broker. Consistent with this policySubadviser, and when selecting a broker bearing in mind the Sub-Adviser will take relevant Fund's best interests at all times, shall consider all factors into considerationit deems relevant, including (as applicable)price, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of the transaction, the nature of the market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, market prices and difficulty in executing trends, the order; reputation, experience and financial stability of the Broker involved, and the value quality of service rendered by the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basisBroker in other transactions. Subject to such policies and procedures as the Board of Trustees may determine, or as may be mutually agreed to by the Sub-Adviser and the Subadviser, the Subadviser shall not be deemed to have discretion acted unlawfully or to effect investment transactions for each have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund through broker-dealers to pay a broker that provides brokerage and research services (including, to within the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended () to the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers Subadviser an amount of commission for effecting a portfolio Fund investment transaction that is in excess of the amount of commission that another broker-dealer broker would have charged for effecting that transaction. It is recognized that the services provided by such Brokers may be useful to the Subadviser in connection with the Subadviser's services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interests of a Fund as well as other clients of the Subadviser, if the Sub-Adviser Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. It is recognized that in some cases, this procedure may adversely affect the price paid or received by the Fund or the size of the position obtainable for, or disposed of by, the Fund if, but only if, the Subadviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, Broker viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities responsibility of the Subadviser with respect to such Fund and other the accounts as to which the Sub-Adviser it exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesdiscretion.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such futures agreements entered into by the Funds to the Adviser upon the Adviser’s reasonable request, if applicable. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” ”, which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Trust’s Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations brokerage placements to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiestherefor.

Brokerage. The In connection with the investment and reinvestment of the assets of the Fund, the Adviser is authorized (and can delegate to Sub-Adviser is responsible Advisors) to select the brokers, dealers or futures commission merchants that will execute purchase and sale transactions for decisions the Fund’s portfolio, to buy execute for the Fund as its agent and sell securities for each Fund, brokerattorney-dealer selection, and negotiation of brokerage commission rates. Subin-Adviser shall have the express authority to negotiate, open, continue and terminate brokerage accounts fact standard customer agreements and other brokerage arrangements documentation in connection with respect to all portfolio transactions entered into by Sub-Adviser on behalf of the Funds. Adviser shall provide opening trading accounts with such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase brokers, dealers or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transactionfutures commission merchants, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable)including, but not limited to, ISDA agreements, and to use all reasonable efforts to obtain the best available price and most favorable execution (“best execution”) with respect to all such purchases and sales of portfolio securities for said portfolio provided that the Adviser shall not direct orders to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Adviser may take the following factors, among others, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. The Adviser shall maintain records adequate to demonstrate compliance with the requirements of this section. Such records shall be made available to the Trust upon request. (a) Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the SEC, and to cause such Fund to pay any such broker-dealers a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or and research services provided by such broker-broker or dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to clients for which the Sub-Adviser it exercises investment discretion (as such term discretion. Subject to the same policies and legal provisions, the Adviser is defined in Section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of a the Fund to such broker-brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable lawsdetermine, rules and regulations. The Sub-the Adviser will submit reports shall report on such allocations regularly to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties heretoTrust, indicating the broker-dealers to whom such allocations have been made and the basis thereforetherefor. When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the Fund and of those other clients for the purchase or sale of the security. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The SubTrust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard institutional customer agreements with such broker or brokers as the Adviser shall select as provided herein. The Adviser further shall have the authority to instruct the custodian to pay cash for securities and other property delivered to the custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust from time to time. The Adviser shall not be liable for any act have authority to cause the custodian to deliver securities and other property or omission of any brokerage firm or firms or counterparties designated by pay cash to the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesas expressly provided herein.

Brokerage. The Sub-Adviser will place orders pursuant to the Sub-Adviser’s investment determinations for a Fund either directly with an issuer or with any broker or dealer selected by the Sub-Adviser. Nothing herein shall preclude the aggregation or “bunching” of orders for the sale or purchase of portfolio securities in a Fund with other funds, separate accounts or other investment vehicles (“accounts”) managed, advised or sub-advised by Sub-Adviser. With respect to the allocation of trades, Sub-Adviser shall not favor any account over any other and purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities and other investments for each Fund, broker-dealer and counterparty selection, and negotiation of brokerage commission rates. Sub-Adviser shall have the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage and counterparty arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into considerationconsideration under the circumstances, including (as applicable), but not limited to: the best price availableprice; the reliability, integrity and financial condition of the broker-dealerdealer or counterparty; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer or counterparty to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible (a) In the selection of brokers or dealers and the placing of orders for decisions to buy and sell securities for each Fundthe Accounts, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Investment 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction use its best efforts to seek to obtain “best execution,” which means the most favorable price and execution available and to seek to obtain prompt and efficient execution good delivery of the appropriate securities or cash, except to the extent it may be permitted to pay higher commissions for brokerage and research services as described below. In selecting a broker or dealer for any transaction or series of transactions, the Investment Adviser may consider a number of factors consistent with its best execution policy. Notwithstanding the foregoing, Services may direct the Investment Adviser to use or not use a particular broker in connection with a transaction or series of transactions; provided, that Services may only direct the use of a particular broker if (i) such broker is on the Investment Adviser’s approved broker list, (ii) documentation is in place to execute the trade with such broker and (iii) use of such broker does not violate any applicable law. Any such direction must be communicated to the Investment Adviser in writing and shall not be deemed received by the Investment Adviser until acknowledged in writing. Services acknowledges and agrees that to the extent the Investment Adviser is directed to use a specified broker, the transaction or series of transactions may be subject to higher commissions or transaction costs and may receive less favorable net prices than would otherwise be the case if the Investment Adviser used another broker. For the avoidance of doubt, Services and the Investment Adviser agree that to the extent Services directs the Investment Adviser to use particular brokers(s) to execute some or all trades for Services, while the Investment Adviser will seek to execute on the most favorable overall terms then available from such brokers, the Investment Adviser is relieved of any obligation to achieve best execution for such transactions. To the extent permitted by law, the Investment Adviser may, but shall be under no obligation to, bunch or aggregate orders occurring at approximately the best obtainable price same time for an Account with those of other applicable accounts managed by the Investment Adviser or its affiliates. Services acknowledges and taking into account all relevant factors and considerations agrees that the effect of the specific transaction, with payment of commissions which are reasonable aggregation may work on some occasions in relation to a particular order to the value disadvantage of the brokerage services provided Accounts. In the event of an aggregated order, the allocation of Assets so purchased or sold, as well as the expenses incurred in such transaction, shall be made by Investment Adviser in accordance with the brokerInvestment Adviser’s allocation policies. Consistent with this policy, and when selecting a broker Further information regarding the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition Investment Adviser’s order aggregation practices is available in Part 2A of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basisInvestment Adviser’s Form ADV. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-The Investment Adviser shall have discretion to effect investment transactions for each Fund through brokernot receive any “soft-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or dollar” benefits other than research services, as such services are defined in benefits consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, and SEC guidance thereunder. Accordingly, the Investment Adviser shall receive “soft-dollar” benefits only on agency transactions and certain riskless principal transactions that are reported under FINRA trade reporting rules. No “soft-dollar” benefits shall be received in connection with securities that are not executed on an agency basis, “regular” principal trades, or other instruments traded net with no explicit commissions. To the extent orders do result in any “soft-dollar” research benefits, the Accounts shall participate in all such benefits. Prior to relying on Section 28(e) of the Securities Exchange Act of 1934, as interpreted amended, with respect to the investment management services provided under this Agreement, the Investment Adviser will provide Services with a copy of its soft dollar policy. Additionally, if applicable, the Investment Adviser shall at least annually or at any other time requested by the SECServices provide to Services any information regarding its receipt of “soft dollar” services, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of including without limitation (i) the amount of commission another broker-dealer would have charged for effecting that transactionall Account transactions entered with brokers or dealers who provided research services to the Investment Adviser, if (ii) the Sub-Adviser determines in good faith that brokers or dealers through whom such transactions were executed, (iii) the amount of commission is reasonable in relation commissions or other amounts paid with respect to the value execution of the brokerage or such transactions and (iv) with respect to any research services provided by such brokerreceived from independent or “third-dealerparty” research firms, viewed in terms the amount of either that particular investment transaction commissions or the Sub-Adviser’s overall responsibilities other amounts paid with respect to such Fund transactions in consideration for, in anticipation of, or otherwise with respect to the receipt of those research services. (b) The Investment Adviser shall notify Services if the Investment Adviser or any affiliate of the Investment Adviser acts (or receiving fees, commissions, compensation, or other payments for acting) as a broker, dealer, or principal with respect to any transaction relating to the Assets. The reporting requirement established in the preceding sentence shall include reporting of actions taken through any affiliate, and the report shall be designed in such a manner as to disclose any possibility of self-dealing or conflict of interest. (c) Without limiting Section 3(a), Services hereby delegates to the Investment Adviser the authority and discretion to act as agent and attorney-in-fact to negotiate and execute confirmations and other accounts transactional documentation and agreements related to which underlying securities or other investments that are held on behalf of one or more of the Sub-Companies in the Accounts. The Investment Adviser exercises investment discretion (as such term is defined in Section 3(a)(35shall provide to Services and to the Custodian or other designated agent(s) of the 1934 ActCompanies, in a manner reasonably acceptable to Services and such Custodian(s) or agent(s). Allocation , all information in the possession or control of orders placed the Investment Adviser or any of its affiliates engaged by the Sub-Investment Adviser in connection with providing services under this Agreement reasonably requested by Services or such Custodian(s) or agent(s), as the case may be, to effect all purchases, sales, and settlements of or relating to the investment of the Assets and to collect and receive all dividends, interest payments, and other distributions or payments of any kind on account of or with respect to any investment of the Assets, to use commercially reasonable efforts, at the request of Services, to assist Services in avoiding or minimizing, as the case may be, any foreign or domestic withholding or other taxes of any kind with respect to such purchases, sales, settlements, dividends, payments, or distributions to take advantage of rights or warrant offerings and other corporate actions by issuers of investments held in the Accounts, to settle transactions, and to invest cash balances. The Investment Adviser will use commercially reasonable efforts to: (i) avoid purchasing or otherwise acquiring for the benefit of any Company an investment that creates a permanent establishment for tax purposes in any jurisdiction outside of the U.S., and (ii) not engage, on behalf of any Company, in any activity that would cause any Company to be required to file a Fund net income based tax return in any non-US jurisdiction without the prior consent of Services, other than with respect to those non-US jurisdictions previously approved by Services and listed on Exhibit B. In the event that Investment Adviser determines that it has caused a Company to be deemed to be engaged in any activity that would cause such brokerCompany to be required to file a net income based tax return in any non-dealers US jurisdiction, Investment Adviser shall use commercially reasonable efforts to cooperate with such Company, the custodian and any other service provider identified by Services in order to provide such Company with all relevant tax-related information concerning the source, character and amount of such income required for such Company to make required tax filings that Investment Adviser may have in its possession. The Investment Adviser will work with the Custodian to reconcile accounting, transaction and asset-summary data reports and resolve any significant discrepancies following such reconciliation. (d) Without the prior written consent of Services, no Assets shall be in such amounts and proportions as sold or otherwise directly or indirectly transferred between the Sub-Accounts or, to the knowledge of the Investment Adviser, to any other account managed or advised by the Investment Adviser or by any partner, principal, employee or other affiliate of the Investment Adviser or to any client of the Investment Adviser or of any partner, principal, employee or other affiliate of the Investment Adviser and, without the prior written consent of Services, no Assets shall determine in good faith in conformity with its responsibilities under applicable lawsbe purchased or otherwise directly or indirectly acquired by an Account from another Account or, rules and regulationsto the knowledge of the Investment Adviser, from any other account managed or advised by the Investment Adviser or by any partner, principal, employee or other affiliate of the Investment Adviser or any client of the Investment Adviser or of any partner, principal, employee or other affiliate of the Investment Adviser. The Sub-Adviser will submit reports on such allocations consent requirements established in this paragraph shall include consent with respect to purchases or sales or transfers to or from any account or client managed or advised by any affiliate, related company, partnership, joint venture and/or entity wherein the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Investment Adviser or chosen by the Sub-Adviser with reasonable care except by reason any partner, principal, employee or other affiliate of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesInvestment Adviser has an economic interest.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Upon request, Sub-Adviser will provide copies of all such brokerage agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s 's general policy in selecting a broker to effect a particular transaction to seek to obtain “"best execution,” ", which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the broker's execution capabilities and any research provided by the broker that aids the Sub-Adviser's investment decision-making process; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Trust's Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s 's overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations brokerage placements to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.made

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except to the extent such liability was solely and directly caused by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties. In placing orders for the Funds, Sub-Adviser or its affiliates may effect transactions independently or purchase or sell the same or similar assets for several clients (together with clients of affiliated advisers) at approximately the same time. In the event that Sub-Adviser or its affiliate aggregates such orders to obtain best execution or to negotiate more favorable commission rates than might have been obtained had Sub-Adviser or affiliate placed such orders independently, such orders shall be allocated in a fair and equitable manner in accordance with the Sub-Adviser’s policies and procedures.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such brokerage agreements entered into by the Funds to the Adviser upon the Adviser’s reasonable request, if applicable. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” ”, which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the broker’s execution capabilities and any research provided by the broker that aids the Sub-Adviser’s investment decision-making process; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Trust’s Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations brokerage placements to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. A. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fundagrees that, in placing orders with broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow dealers for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek portfolio securities, it shall attempt to obtain “quality execution at favorable security prices (best price and execution,” which means prompt and efficient execution ); provided that, on behalf of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determineFund, the Sub-Adviser shall have discretion may, in its discretion, agree to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, pay a broker-dealer affiliates) who provide that furnishes brokerage and/or or research services, services as such services are defined in under Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and as interpreted a higher commission than that which might have been charged by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transactionthe same transactions, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or and research services provided by such the broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion (as such term is defined in under Section 3(a)(35) of the 1934 Act). Allocation In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. B. On occasions when the Sub-Adviser deems the purchase or sale of orders placed a security to be in the best interest of the Fund as well as other clients of the 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 purchased or sold to attempt to obtain 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 Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the manner the Sub-Adviser shall determine in good faith in conformity considers to be the most equitable and consistent with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations fiduciary obligations to the Adviser as reasonably requested by Fund and to its other clients. C. In addition to the Adviserforegoing, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser agrees that orders with reasonable care except broker-dealers for the purchase or sale of portfolio securities by reason of the Portfolio shall be placed in accordance with the standards set forth in the Advisory Agreement, and the Investment Adviser acknowledges in this Agreement the specific authority given to both the Investment Adviser and the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection Adviser under the Advisory Agreement with selecting such brokerage firms or firms or counterpartiesrespect to the placement of brokerage.

Brokerage. The In executing portfolio transactions and selecting brokers or dealers for the Fund, Sub-Adviser is responsible for decisions will use its best efforts to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser seek on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at Fund the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the brokeroverall terms available. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: In assessing the best price available; overall terms available under the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determinecircumstances for any transaction, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (consider all factors that it deems relevant, including, to but not limited to, the extent permissible breadth of the market in the security, the price of the security, the skill, financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available under applicable lawthe circumstances, and in selecting the broker-dealer affiliates) who provide to execute a particular transaction, the Sub-Adviser may also consider the brokerage and/or and research services, services provided (as such services those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended 1934 (the “1934 Exchange Act”), and as interpreted ). Consistent with any guidelines established by the SECBoard of Directors of Penn Series and Section 28(e) of the Exchange Act, and to cause such Fund the Sub-Adviser is authorized to pay any to a broker or dealer who provides such broker-dealers an amount of brokerage and research services a commission for effecting executing a portfolio investment transaction for the Fund which is in excess of the amount of commission another broker-broker or dealer would have charged for effecting that transactiontransaction if, if but only if, the Sub-Adviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, broker or dealer — viewed in terms of either that particular investment transaction or in terms of the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which of the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of to its discretionary clients, including the 1934 Act)Fund. Allocation of orders placed by In addition, the Sub-Adviser on behalf of a Fund is authorized to such brokerallocate purchase and sale orders for securities to brokers or dealers that are affiliated with the Adviser or Sub-dealers shall be in such amounts and proportions as Adviser if the Sub-Adviser shall determine in good faith in conformity believes that the quality of the transaction and the commission are comparable to what they would be with its responsibilities under applicable lawsother qualified firms. In no instance, rules and regulations. The however, will the Fund’s assets be purchased from or sold to the Adviser or Sub-Adviser will submit reports on such allocations or any affiliated person of Penn Series, Adviser, or Sub-Adviser, acting as principal in the transaction, except to the Adviser as reasonably requested extent permitted by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made Securities and Exchange Commission (“SEC”) and the basis thereforeAct, including any rules thereunder. The Sub-Adviser shall not advise Penn Series’ Board of Directors, when requested, as to all payments of commissions and as to its brokerage policies and practices and shall follow such instructions with respect thereto as may be liable given by Penn Series’ Board. Penn Series has identified all broker-dealers affiliated with either Penn Series or Adviser, other than those whose sole business is the distribution of mutual fund shares, who effect securities transactions for any act or omission of any brokerage firm or firms or counterparties designated by the customers. Adviser or chosen by the shall promptly furnish a written notice to Sub-Adviser with reasonable care except by reason of if the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesinformation so provided is no longer accurate.

Brokerage. The Sub-Adviser is responsible for decisions Subject to buy the Investment Adviser's obligation to obtain best price and sell securities for each Fundexecution, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Investment Adviser shall have full discretion to select brokers or dealers to effect the express authority to negotiate, open, continue purchase and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-sale of securities. When the Investment Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow places orders for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to for the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy Fund, in selecting brokers or dealers to execute such orders, the Investment Adviser is expressly authorized to consider the fact that a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution or dealer has furnished statistical, research or other information or services for the benefit of the transaction at Fund and, potentially, the best obtainable price and taking into account all relevant factors and considerations Investment Adviser's other clients, directly or indirectly. Without limiting the generality of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determineforegoing, the Sub-Investment Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and is authorized to cause such the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction brokerage commissions which may be in excess of the amount of commission another broker-dealer would have charged lowest rates available to brokers who execute transactions for effecting the Fund or who otherwise provide brokerage and research services utilized by the Investment Adviser, provided that transaction, if the Sub-Investment Adviser determines in good faith that such the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage or and research services provided by such broker-dealer, broker viewed in terms of either that the particular investment transaction to which the commission relates or the Sub-Investment Adviser’s 's overall responsibilities with respect to such Fund and other accounts as to which the Sub-Investment Adviser exercises investment discretion (discretion. The Investment Adviser may aggregate securities orders so long as such term is defined in Section 3(a)(35) the Investment Adviser adheres to a policy of allocating investment opportunities to the Fund over a period of time on a fair and equitable basis relative to other clients. In no instance will the Fund's securities be purchased from or sold to the Trust's principal underwriter, the Investment Adviser, or any affiliated person thereof, except to the extent permitted by SEC exemptive order or by applicable law. The Investment Adviser shall report to the Board of Trustees of the 1934 Act). Allocation of orders placed Trust at least quarterly with respect to brokerage transactions that were entered into by the Sub-Investment Adviser, pursuant to the foregoing paragraph, and shall certify to the Board that the commissions paid were reasonable in terms either of that transaction or the overall responsibilities of the Investment Adviser on behalf to the Fund and the Investment Adviser's other clients, that the total commissions paid by the Fund were reasonable in relation to the benefits to the Fund, and potentially, the Investment Adviser's other clients, over the long term. Further, the Investment Adviser will disclose to the Board of a Trustees: (i) all material new or amended arrangements it may have with regard to the Fund' securities transactions, (ii) the utilization of "soft dollar commissions" by the Fund and the Investment Adviser with respect to the Fund, and (iii) such broker-dealers shall be in such amounts and proportions other matters as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as Board of Trustees may reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesrequest.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt consistent with applicable law and efficient execution of the transaction at the best obtainable price Sub-Adviser’s relevant policies and taking into account all relevant factors and considerations of the specific transactionprocedures, with payment of commissions which are reasonable in relation as provided to the value Board of the brokerage services provided by the brokerTrustees. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the broker’s execution capabilities; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such Consistent with the Sub-Adviser’s relevant policies and procedures procedures, as provided to the Board of Trustees may determineTrustees, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulationsregulations and the Sub-Adviser’s relevant policies and procedures. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the broker’s execution capabilities and any research provided by the broker that aids the Sub-Adviser’s investment decision-making process, as described below; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible for decisions may place orders pursuant to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow its investment determinations for the purchase Portfolio either directly with the issuer or sale of various forms of securities and instruments pursuant to this Agreementwith any Brokers. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transactionIn placing orders, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (consider the experience and skill of the firm's securities traders as applicable), but not limited to: well as the firm's financial responsibility and administrative efficiency. The Sub-Adviser will attempt to obtain the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value most favorable execution of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basisits orders. Subject to such policies and procedures as the Board of Trustees may determineConsistent with these obligations, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (includingmay, subject to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) approval of the Securities Exchange Act Trustees, select Brokers on the basis of 1934the research, as amended (the “1934 Act”)statistical, and as interpreted by pricing services they provide to the SEC, and Portfolio. A commission paid to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission Brokers may be higher than that which another broker-dealer qualified broker would have charged for effecting that the same transaction, if provided that the Sub-Adviser determines in good faith that such amount of commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Portfolio and its other clients and that the total commissions paid by the Portfolio will be reasonable in relation to the value of benefits to the brokerage Portfolio over the long term. In no instance will Portfolio securities be purchased from or research services provided by such broker-dealersold to the Trust's principal underwriter, viewed in terms of either that particular the investment transaction or Adviser, the Sub-Adviser’s overall responsibilities with respect , or any affiliate (as defined in the 1940 ▇▇▇) ▇▇ereof, except to such Fund and other accounts the extent permitted by SEC exemptive order or by applicable law. The Investment Adviser agrees to which provide the Sub-Adviser exercises investment discretion a list of Brokers which are "affiliated persons" (as such term is defined in Section 3(a)(35the 1940 ▇▇▇) of ▇▇ the 1934 Act). Allocation of orders placed by Trust and the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulationsInvestment Adviser. The Sub-Adviser will submit reports on such allocations agrees to furnish to the Investment Adviser as reasonably requested by and to the AdviserTrust a list of Brokers and dealers, in which are such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason "affiliated persons" of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties. It is understood that neither the Investment Adviser nor the Sub-Adviser has adopted a formula for selection of Brokers for the execution of the Portfolio's investment transactions.

Brokerage. The As delegated by the Adviser with respect to the Allocated Assets of each Fund, the Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates. , provided that neither the Adviser or Sub-Adviser shall have direct an order to an affiliated person of the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Adviser or Sub-Adviser on behalf of without general prior authorization to use such affiliated broker or dealer from the FundsTrust’s Chief Compliance Officer. Adviser shall provide such assistance The Sub-Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Sub-Adviser in setting up and maintaining brokerage accounts and may take the following, among other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transactionthings, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board may determine and consistent with Section 28(e) of Trustees may determinethe 1934 Act, the Sub-Adviser shall not be deemed to have discretion acted unlawfully or to effect investment transactions for each Fund through broker-dealers (including, to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such brokera broker or dealer that provides (directly or indirectly) brokerage or research services to the Sub-dealers Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or and research services provided by such broker-broker or dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund the Fund. Subject to the same policies and other accounts to which legal provisions, the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services to the Trust, the Adviser, the Sub-Adviser on behalf of a Fund to such broker-dealers or any affiliate. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable lawsdetermine, rules and regulations. The the Sub-Adviser will submit reports shall report on such allocations regularly to the Adviser as reasonably requested by who shall report to the Adviser, in such form as may be mutually agreed to by the parties heretoTrust, indicating the broker-dealers to whom such allocations have been made and the basis thereforetherefor. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, the allocation of the securities so purchased or sold, as well as the expense incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Adviser authorizes and empowers the Sub-Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact standard institutional customer agreements with such broker or brokers as the Sub-Adviser shall select as provided herein. The Sub-Adviser shall cause all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian. The Sub-Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund. The Sub-Adviser shall not be liable for any act have authority to cause the Custodian to deliver securities and other property or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by pay cash to the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesas expressly provided herein.

Brokerage. The (a) Sub-Adviser is responsible for and is hereby appointed as the Funds’ agent with the authority to act in regard to making decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. Sub-Adviser shall have the express authority to (i) place orders for the execution of such securities transactions, including any derivative transactions, with or through such brokers, dealers, foreign currency dealers, futures commission merchants (“FCM”) or issuers as Sub-Adviser may reasonably select; (ii) negotiate, execute and enter into brokerage contracts and other trading agreements, including but not limited to, futures account agreements, ISDA Master Agreements and other trading documents related thereto, on behalf of the Funds, and (iii), open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf of the Funds. In order to meet margin or collateral requirements for futures, forwards and other derivative instruments, the Sub-Adviser may direct payments of cash, cash equivalents, and securities and other property into segregated accounts or FCM accounts established hereunder as the Sub-Adviser deems desirable or appropriate, provided that Sub-Adviser’s actions are in accordance with the terms of this Agreement, the 1940 Act and the rules and regulations thereunder. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. . (b) It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible may place orders pursuant to its investment determinations for decisions to buy and sell securities for each Fundthe Fund either directly with the issuer or with any broker or dealer. In placing orders, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up will consider the factors it deems relevant, including, as applicable, the experience and maintaining brokerage accounts and other accounts skill of the firm’s traders, as well as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities firm’s financial responsibility and instruments pursuant to this Agreementadministrative efficiency. The Sub-Adviser will provide copies use its best efforts to obtain the best combination of all such agreements to the Adviser upon the Adviser’s reasonable requestnet price and execution for its orders. It is Consistent with these obligations and the Sub-Adviser’s general policy policies and procedures relating to brokerage and allocation, and in selecting a broker to effect execute a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers may consider the brokerage and research services (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (▇▇▇▇ ▇▇▇) provided to the “1934 Act”), Fund and as interpreted by other accounts over which the SEC, and Sub-Adviser exercises investment discretion. A commission paid to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission brokers may be higher than that which another broker-dealer qualified broker would have charged for effecting that the same transaction, if provided that the Sub-Adviser determines in good faith that such the amount of such commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealerprovided, viewed either in terms of either that a particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which responsibility of the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of to the 1934 Act)Fund and its other clients. Allocation of orders placed Compensation received by the Sub-Adviser on behalf of a Fund pursuant to such broker-dealers this Agreement shall not be in such amounts and proportions as reduced by any benefits received by the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulationspursuant to this section. The Sub-Adviser may direct brokerage to whomever it deems appropriate consistent with the foregoing. In no instance will submit reports on such allocations portfolio securities or other investments be purchased from or sold to the Adviser as reasonably requested by Trust’s principal distributor, the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Investment Adviser or chosen any affiliate thereof (as the term “affiliate” is defined in the 1940 Act), except to the extent permitted by the Sub-Adviser with reasonable care except Securities and Exchange Commission (“SEC”) exemptive order or by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesapplicable law.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such brokerage agreements entered into by the Funds to the Adviser upon the Adviser’s reasonable request, if applicable. It is the Sub-Adviser’s 's general policy in selecting a broker to effect a particular transaction to seek to obtain “"best execution,” ", which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the broker's execution capabilities and any research provided by the broker that aids the Sub-Adviser's investment decision-making process; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Trust's Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s 's overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations brokerage placements to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.

Brokerage. The Sub-Adviser is responsible ü In the selection of brokers or dealers and the placing of orders for decisions to buy and sell securities for each Fundthe Accounts, broker-dealer selection, and negotiation of brokerage commission rates. Sub-the Investment 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction use its best efforts to seek to obtain “best execution,” which means the most favorable price and execution available and to seek to obtain prompt and efficient execution good delivery of the appropriate securities or cash, except to the extent it may be permitted to pay higher commissions for brokerage and research services as described below. In selecting a broker or dealer for any transaction or series of transactions, the Investment Adviser may consider a number of factors consistent with its best execution policy. Notwithstanding the foregoing, Services may direct the Investment Adviser to use or not use a particular broker in connection with a transaction or series of transactions; provided, that Services may only direct the use of a particular broker if (i) such broker is on the Investment Adviser’s approved broker list, (ii) documentation is in place to execute the trade with such broker and (iii) use of such broker does not violate any applicable law. Any such direction must be communicated to the Investment Adviser in writing and shall not be deemed received by the Investment Adviser until acknowledged in writing. Services acknowledges and agrees that to the extent the Investment Adviser is directed to use a specified broker, the transaction or series of transactions may be subject to higher commissions or transaction costs and may receive less favorable net prices than would otherwise be the case if the Investment Adviser used another broker. For the avoidance of doubt, Services and the Investment Adviser agree that to the extent Services directs the Investment Adviser to use particular brokers(s) to execute some or all trades for Services, while the Investment Adviser will seek to execute on the most favorable overall terms then available from such brokers, the Investment Adviser is relieved of any obligation to achieve best execution for such transactions. To the extent permitted by law, the Investment Adviser may, but shall be under no obligation to, bunch or aggregate orders occurring at approximately the best obtainable price same time for an Account with those of other applicable accounts managed by the Investment Adviser or its affiliates. Services acknowledges and taking into account all relevant factors and considerations agrees that the effect of the specific transaction, with payment of commissions which are reasonable aggregation may work on some occasions in relation to a particular order to the value disadvantage of the brokerage services provided Accounts. In the event of an aggregated order, the allocation of Assets so purchased or sold, as well as the expenses incurred in such transaction, shall be made by Investment Adviser in accordance with the brokerInvestment Adviser’s allocation policies. Consistent with this policy, and when selecting a broker Further information regarding the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition Investment Adviser’s order aggregation practices is available in Part 2A of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basisInvestment Adviser’s Form ADV. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-The Investment Adviser shall have discretion to effect investment transactions for each Fund through brokernot receive any “soft-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or dollar” benefits other than research services, as such services are defined in benefits consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended, and SEC guidance thereunder. Accordingly, the Investment Adviser shall receive “soft-dollar” benefits only on agency transactions and certain riskless principal transactions that are reported under FINRA trade reporting rules. No “soft-dollar” benefits shall be received in connection with securities that are not executed on an agency basis, “regular” principal trades, or other instruments traded net with no explicit commissions. To the extent orders do result in any “soft-dollar” research benefits, the Accounts shall participate in all such benefits. Prior to relying on Section 28(e) of the Securities Exchange Act of 1934, as interpreted amended, with respect to the investment management services provided under this Agreement, the Investment Adviser will provide Services with a copy of its soft dollar policy. Additionally, if applicable, the Investment Adviser shall at least annually or at any other time requested by the SECServices provide to Services any information regarding its receipt of “soft dollar” services, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of including without limitation (i) the amount of commission another broker-dealer would have charged for effecting that transactionall Account transactions entered with brokers or dealers who provided research services to the Investment Adviser, if (ii) the Sub-Adviser determines in good faith that brokers or dealers through whom such transactions were executed, (iii) the amount of commission is reasonable in relation commissions or other amounts paid with respect to the value execution of the brokerage or such transactions and (iv) with respect to any research services provided by such brokerreceived from independent or “third-dealerparty” research firms, viewed in terms the amount of either that particular investment transaction commissions or the Sub-Adviser’s overall responsibilities other amounts paid with respect to such Fund transactions in consideration for, in anticipation of, or otherwise with respect to the receipt of those research services. (a) The Investment Adviser shall notify Services if the Investment Adviser or any affiliate of the Investment Adviser acts (or receiving fees, commissions, compensation, or other payments for acting) as a broker, dealer, or principal with respect to any transaction relating to the Assets. The reporting requirement established in the preceding sentence shall include reporting of actions taken through any affiliate, and the report shall be designed in such a manner as to disclose any possibility of self-dealing or conflict of interest. (b) Without limiting Section 3(a), Services hereby delegates to the Investment Adviser the authority and discretion to act as agent and attorney-in-fact to negotiate and execute confirmations and other accounts transactional documentation and agreements related to which underlying securities or other investments that are held on behalf of one or more of the Sub-Companies in the Accounts. The Investment Adviser exercises investment discretion (as such term is defined in Section 3(a)(35shall provide to Services and to the Custodian or other designated agent(s) of the 1934 ActCompanies, in a manner reasonably acceptable to Services and such Custodian(s) or agent(s). Allocation , all information in the possession or control of orders placed the Investment Adviser or any of its affiliates engaged by the Sub-Investment Adviser in connection with providing services under this Agreement reasonably requested by Services or such Custodian(s) or agent(s), as the case may be, to effect all purchases, sales, and settlements of or relating to the investment of the Assets and to collect and receive all dividends, interest payments, and other distributions or payments of any kind on account of or with respect to any investment of the Assets, to use commercially reasonable efforts, at the request of Services, to assist Services in avoiding or minimizing, as the case may be, any foreign or domestic withholding or other taxes of any kind with respect to such purchases, sales, settlements, dividends, payments, or distributions to take advantage of rights or warrant offerings and other corporate actions by issuers of investments held in the Accounts, to settle transactions, and to invest cash balances. The Investment Adviser will use commercially reasonable efforts to: (i) avoid purchasing or otherwise acquiring for the benefit of any Company an investment that creates a permanent establishment for tax purposes in any jurisdiction outside of the U.S., and (ii) not engage, on behalf of any Company, in any activity that would cause any Company to be required to file a Fund net income based tax return in any non-US jurisdiction without the prior consent of Services, other than with respect to those non-US jurisdictions previously approved by Services and listed on Exhibit B. In the event that Investment Adviser determines that it has caused a Company to be deemed to be engaged in any activity that would cause such brokerCompany to be required to file a net income based tax return in any non-dealers US jurisdiction, Investment Adviser shall use commercially reasonable efforts to cooperate with such Company, the custodian and any other service provider identified by Services in order to provide such Company with all relevant tax-related information concerning the source, character and amount of such income required for such Company to make required tax filings that Investment Adviser may have in its possession. The Investment Adviser will work with the Custodian to reconcile accounting, transaction and asset-summary data reports and resolve any significant discrepancies following such reconciliation. (c) Without the prior written consent of Services, no Assets shall be in such amounts and proportions as sold or otherwise directly or indirectly transferred between the Sub-Accounts or, to the knowledge of the Investment Adviser, to any other account managed or advised by the Investment Adviser or by any partner, principal, employee or other affiliate of the Investment Adviser or to any client of the Investment Adviser or of any partner, principal, employee or other affiliate of the Investment Adviser and, without the prior written consent of Services, no Assets shall determine in good faith in conformity with its responsibilities under applicable lawsbe purchased or otherwise directly or indirectly acquired by an Account from another Account or, rules and regulationsto the knowledge of the Investment Adviser, from any other account managed or advised by the Investment Adviser or by any partner, principal, employee or other affiliate of the Investment Adviser or any client of the Investment Adviser or of any partner, principal, employee or other affiliate of the Investment Adviser. The Sub-Adviser will submit reports on such allocations consent requirements established in this paragraph shall include consent with respect to purchases or sales or transfers to or from any account or client managed or advised by any affiliate, related company, partnership, joint venture and/or entity wherein the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Investment Adviser or chosen by the Sub-Adviser with reasonable care except by reason any partner, principal, employee or other affiliate of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesInvestment Adviser has an economic interest.

Brokerage. The Sub-Subadviser is authorized, subject to the supervision of the Adviser is responsible for decisions and the Trust's Board of Trustees, to buy establish and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. Sub-Adviser shall have the express authority to negotiate, open, continue and terminate brokerage maintain accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up Fund with, and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow place orders for the purchase or and sale of various forms the Subadviser Assets with or through, such persons, brokers or dealers ("brokers") as Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon or the Adviser’s reasonable requestTrust's Board of Trustees prior to establishing any such brokerage account. It is The Subadviser shall place all orders for the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to purchase and sale of portfolio investments for the Fund's account with brokers selected by the Subadviser. In the selection of such brokers and the placing of such orders, the Subadviser shall seek to obtain “for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for the Fund the most favorable price and execution available, the Subadviser, bearing in mind the Fund's best execution,” which means prompt and efficient execution interests at all times, shall consider all factors it deems relevant, including price, the size of the transaction at transaction, the best obtainable price breadth and taking into account all relevant factors and considerations nature of the specific market for the security, the difficulty of the execution, the amount of the commission, if any, the timing of the transaction, with payment market prices and trends, the reputation, experience and financial stability of commissions which are the broker involved, and the quality of service rendered by the broker in other transactions. Subject to such policies as the Trustees may determine, or as may be mutually agreed to by the Adviser and the Subadviser, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker that provides brokerage and research services (within the meaning of Section 29(e) of the Securities Exchange Act of 1934) to the Subadviser an amount of commission for effecting a Fund investment transaction that is in excess of the amount of commission that another broker would have charged for effecting that transaction if, but only if, the Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, broker or dealer viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterparties.in

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such agreements to the Adviser upon the Adviser’s reasonable request. It is the The Sub-Adviser’s general policy 's agrees that, in selecting a broker or dealer, if any, to effect a particular transaction transaction, it shall use best efforts to seek to obtain “"best execution,” ", which means prompt executing portfolio transactions at prices which are advantageous to the Funds and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions commission rates which are reasonable in relation to the value of the brokerage services provided by the brokerbenefits received. Consistent with this policyIn selecting broker or dealers qualified to execute a particular transaction, and when selecting a broker the Sub-Adviser Adviser, will take all relevant factors into consideration, including (as applicable)including, but not limited to: breath of the best market and the price availableof the security; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value reasonableness of the expected contribution of the broker-dealer commission, if any, with respect to the investment performance of specific transaction and in evaluating the applicable Fund on best overall terms available, and in selecting the broker or dealer, if any, to execute a continuing basis. Subject to such policies and procedures as the Board of Trustees may determineparticular transaction, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s 's overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiestherefor.

Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow for the purchase or sale of various forms of securities and instruments pursuant to this Agreement. Sub-Adviser will provide copies of all such futures agreements entered into by the Funds to the Adviser upon the Adviser’s reasonable request, if applicable. It is the Sub-Adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” ”, which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including (as applicable)including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in Section section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and as interpreted by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in Section section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations brokerage placements to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiestherefor.

Brokerage. A. The Co-Sub-Adviser is responsible for decisions to buy and sell securities for each Fundagrees that, in placing orders with broker-dealer selection, and negotiation of brokerage commission rates. 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 Sub-Adviser on behalf of the Funds. Adviser shall provide such assistance to the Sub-Adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-Adviser shall reasonably request to allow dealers for the purchase or sale of various forms portfolio securities, it shall attempt to obtain quality execution at favorable security prices (best price and execution); provided that, on behalf of securities and instruments pursuant to this Agreement. the Fund, the Co-Sub-Adviser will provide copies of all such agreements may, in its discretion, agree to the Adviser upon the Adviser’s reasonable request. It is the Sub-Adviser’s general policy in selecting pay a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at the best obtainable price and taking into account all relevant factors and considerations of the specific transaction, with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker. Consistent with this policy, and when selecting a broker the Sub-Adviser will take relevant factors into consideration, including (as applicable), but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide that furnishes brokerage and/or or research services, services as such services are defined in under Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and as interpreted a higher commission than that which might have been charged by the SEC, and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transactionthe same transactions, if the Co-Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or and research services provided by such the broker-dealer, viewed in terms of either that particular investment transaction or the overall responsibilities of the Co-Sub-Adviser’s overall responsibilities Adviser with respect to such Fund and other the accounts as to which the Sub-Adviser it exercises investment discretion (as such term is defined in under Section 3(a)(35) of the 1934 Act). Allocation of orders placed by In no instance will portfolio securities be purchased from or sold to the Co-Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. B. On occasions when the Co-Sub-Adviser on behalf deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Co-Sub-Adviser, the Co-Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain 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 Co-Sub-Adviser in the manner the Co-Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients. C. In addition to the foregoing, the Co-Sub-Adviser agrees that orders with broker-dealers for the purchase or sale of portfolio securities by the Portfolio shall be placed in such amounts accordance with the standards set forth in the Advisory Agreement, and proportions as the Investment Adviser acknowledges in this Agreement the specific authority given to both the Investment Adviser and the Co-Sub-Adviser shall determine in good faith in conformity under the Advisory Agreement with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations respect to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefore. The Sub-Adviser shall not be liable for any act or omission placement of any brokerage firm or firms or counterparties designated by the Adviser or chosen by the Sub-Adviser with reasonable care except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard or willful misconduct in connection with selecting such brokerage firms or firms or counterpartiesbrokerage.