Common use of Brokerage Clause in Contracts

Brokerage. The Manager shall be responsible for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager shall not direct orders to an affiliated person of the Manager without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Manager may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request of the Trustees to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Manager, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trustclients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of allocations to the Trustees to the Trustas required, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when When the Manager 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 ManagerAdviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the securities to be so purchased Fund and those other clients for the purchase or sold in order to obtain sale of the most favorable price or lower brokerage commissions and the most efficient executionsecurity. 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 Manager Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the Trustclients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Manager Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when When the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the securities to be so purchased Fund and those other clients for the purchase or sold in order to obtain sale of the most favorable price or lower brokerage commissions and the most efficient executionsecurity. 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 Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders order to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Advisor's overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, I.E., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager shall be responsible for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager shall not direct orders to an affiliated person of the Manager without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Manager may take the following into consideration, among other relevant information,: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request of the Trustees to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Manager, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager 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 ManagerAdviser, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager 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.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trustclients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when When the Manager 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 ManagerAdviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the securities to be so purchased Fund and of those other clients for the purchase or sold in order to obtain sale of the most favorable price or lower brokerage commissions and the most efficient executionsecurity. 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 Manager 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.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Funds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. The Advisor’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager Advisor is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Company, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by the TrustCompany’s Board of TrusteesDirectors. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Company on a continuing basis. The price to the Fund Company in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees Directors of the Trust Company may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 or any successor provision, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Company to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the TrustCompany. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Company to such brokers or dealers who also provide research or statistical material, or other services, to the TrustCompany, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the TrustCompany, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Adviser deems the purchase or sale of a security to be in the best interest of the Fund Company as well as of other clients, the ManagerAdviser, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Company and to such other clients. Any sub-advisers that the Adviser employs shall be subject to, and be entitled to the benefits of, the provisions of this subsection (b).

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager 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 ManagerAdviser, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager 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.

Brokerage. The Manager shall be responsible In placing orders with brokers and/or dealers, the Sub-Adviser is directed at all times to seek best price and execution for broker-dealer selectionpurchases and sales on behalf of each Fund, and for negotiation of taking into account such factors as price (including the applicable brokerage commission ratesor dealer spread), provided that the Manager shall not direct orders to an affiliated person execution capability, financial responsibility and responsiveness of the Manager without general prior authorization to use such affiliated broker or dealer and the brokerage and research services provided by the Trust’s Board of Trusteesbroker or dealer. In selecting a brokerSub-dealer to execute each particular transaction, the Manager may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity Adviser should generally seek favorable prices and financial condition of the broker-dealer; the size of and difficulty commission rates that are reasonable in executing the order; and the value of the expected contribution of the broker-dealer relation to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredbenefits received. Subject to such policies conditions as may be imposed by the Trust's Board of Trustees of Trustees, the Trust Sub-Adviser may determine and consistent with pay commissions to brokers and/or dealers that are higher than might be charged by another qualified broker to obtain brokerage and/or research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the Manager shall not "Exchange Act")) considered by the Sub-Adviser to be deemed to have acted unlawfully useful or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused desirable in the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager an amount of commission for effecting a portfolio transaction in excess performance of the amount of commission another broker or dealer would have charged for effecting that transactionSub-Adviser's duties hereunder, if the Manager Sub-Adviser determines in good faith that such the amount of the commission was is reasonable in relation to the value of the brokerage and research services provided by such the executing broker or dealer, . The determination may be viewed in terms of either that a particular transaction or the Manager’s Sub-Adviser's overall responsibilities with respect to the TrustFunds and to accounts over which Sub-Adviser exercises investment discretion. The Funds and the Sub-Adviser understands and acknowledges that, although the information may be useful to the Funds and the Sub-Adviser, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Funds to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Funds. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution as described above, the Sub-Adviser may give consideration to sales of shares of the Funds as a factor in the selection of brokers and dealers to execute Fund portfolio transactions. Subject to the same policies foregoing and legal provisionsto such conditions as may be imposed by the Adviser or the Trust's Board of Trustees and the provisions of the 1940 Act, Exchange Act, and other applicable law, nothing herein shall prohibit the Sub-Adviser from selecting brokers and/or dealers who are "affiliated persons" of the Sub-Adviser, the Manager is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers Adviser or dealers who also provide research or statistical material, or other services, to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request of the Trustees to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Trust as well as of other clientscustomers, the ManagerSub-Adviser may, to the extent permitted by applicable laws and regulations, may but shall not be obligated to, aggregate the securities to be so sold or purchased or sold in order to obtain the most favorable price or best execution and lower brokerage commissions and the most efficient executioncommissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and Trust and, if applicable, to such other clientscustomers. If any occasion should arise in which the Sub-Adviser gives any advice to clients of Sub-Adviser concerning the shares of any Fund, Sub-Adviser will act solely as investment counsel for such client and not in any way on behalf of the Fund. Sub-Adviser's services to the Funds pursuant to this Agreement are not to be deemed to be exclusive and it is understood that Sub-Adviser may render investment advice, management and other services to others, including other registered investment companies.

Brokerage. The Manager shall be Adviser is responsible for decisions to buy and sell securities for the Company, broker-dealer selection, and for negotiation of brokerage commission rates, provided that . The Adviser’s primary consideration in effecting a security transaction will be to obtain the Manager shall not direct orders to an affiliated person of the Manager without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trusteesbest execution. In selecting a broker-dealer to execute each a particular transaction, the Manager may Adviser will take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Company on a continuing basis. The Accordingly, the price to the Fund Company in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934from time to time determine, the Manager Adviser shall not be deemed to have acted unlawfully unlawfully, or to have breached any duty created by this Agreement or otherwise otherwise, solely by reason of its having caused the Fund Company to pay a broker or dealer that provides (directly or indirectly) brokerage or and research services to the Manager Adviser an amount of commission for effecting a portfolio Company investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the TrustCompany and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to the same policies and legal provisions, the Manager The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Company to such brokers or and dealers who also provide research or statistical material, material or other services, services to the TrustCompany, the Manager, Adviser or to any affiliate of eithersub-Adviser. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, determine and the Manager shall Adviser will report on such allocations, upon the request of the Trustees said allocations regularly to the Trust, Board indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Manager, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientstherefore.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Portfolio, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. The Adviser's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Portfolio on a continuing basis. The price to the Fund Portfolio in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Portfolio to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Adviser's overall responsibilities with respect to the TrustPortfolio. Subject to the same policies and legal provisions, the Manager The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Portfolio to such brokers or dealers who also provide research or statistical material, or other services, to the TrustPortfolio, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the TrustPortfolio, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Adviser is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Adviser deems the purchase or sale of a security to be in the best interest of the Fund Portfolio as well as of other clients (to the extent that the Adviser may, in the future, have other clients), the ManagerAdviser, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Portfolio and to such other clients.

Brokerage. The Manager shall be Adviser is responsible for decisions to buy and sell securities for the Company, broker-dealer selection, and for negotiation of brokerage commission rates, provided that . The Adviser's primary consideration in effecting a security transaction will be to obtain the Manager shall not direct orders to an affiliated person of the Manager without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trusteesbest execution. In selecting a broker-dealer to execute each particular transaction, the Manager may Adviser will take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Company on a continuing basis. The Accordingly, the price to the Fund Company in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934from time to time determine, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Company to pay a broker or dealer that provides (directly or indirectly) brokerage or and research services to the Manager Adviser an amount of commission for effecting a portfolio Company investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Adviser's overall responsibilities with respect to the TrustCompany and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to the same policies and legal provisions, the Manager The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Company to such brokers or and dealers who also provide research or statistical material, material or other services, services to the TrustCompany, the Manager, Adviser or to any affiliate of eithersub-adviser. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, determine and the Manager shall Adviser will report on such allocations, upon the request of the Trustees said allocations regularly to the Trust, Board indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Manager, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Company hereby delegates to the Investment Manager shall sole and exclusive authority to designate the brokers or dealers from the list set forth on Schedule 4, as may be responsible for broker-dealer selectionupdated from time to time by the Company with the consent of the Investment Manager (not to be unreasonably withheld, conditioned or delayed), through whom all purchases and for negotiation sales on behalf of brokerage commission the Portfolio will be made. To the extent permitted by applicable law and included on Schedule 4, such brokers or dealers may include Affiliates of the Investment Manager. The Investment Manager will reasonably determine the rate or rates, if any, to be paid for brokerage services provided that to the Manager shall not direct orders to an affiliated person of the Manager without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of TrusteesPortfolio. In selecting a broker-dealer brokers or dealers from Schedule 4 to effect transactions on behalf of the Portfolio, the Investment Manager, subject to its overall duty to obtain “best execution” of Portfolio transactions, will have authority to and may consider the full range and quality of the ability of the brokers or dealers to execute each particular transactiontransactions efficiently, their responsiveness to the Manager may take the following into considerationInvestment Manager’s instructions, among other relevant information: the best net price available; the reliabilitytheir facilities, integrity reliability and financial condition of the broker-dealer; the size of and difficulty in executing the order; responsibility and the value of any research or other services or products they provide. The Investment Manager will not be obligated to seek in advance competitive bidding for the expected contribution of most favorable commission rate applicable to any particular transaction for the Portfolio or to select any broker-dealer to on the investment performance basis of the Fund on a continuing basisits purported posted commission rate. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies As long as the Board services or other products provided by a particular broker or dealer included on Schedule 4 (whether directly or through a third party) qualify as “brokerage and research” services within the meaning of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (and relevant Securities and Exchange Commission interpretations of that section) and the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Investment Manager determines in good faith that such the amount of commission was charged by such broker or dealer is reasonable in relation to the value of the such “brokerage and research services,” the Investment Manager may utilize the services of that broker or dealer to execute transactions for the Portfolio on an agency basis even if (i) the Portfolio would incur higher transaction costs than it would have incurred had another broker or dealer been used and (ii) the Portfolio does not necessarily benefit from the research or products provided by such that broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request of the Trustees to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Manager, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Advisor's overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Collateral Manager, in its sole discretion, shall seek to obtain the best commercially reasonable prices and execution for all sales facilitated by the Collateral Manager shall be responsible of the Collateral Debt Securities, considering all circumstances (including, without limitation, the nature of the Collateral Debt Securities and the market for broker-dealer selectionthe Collateral Debt Securities); provided, and for negotiation of brokerage commission rates, provided that the Manager shall not direct orders to an affiliated person terms of the Manager without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Manager may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition sale of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer Collateral Debt Securities to the investment performance of Issuer on the Fund Closing Date are being made on a continuing basis. The price commercially reasonable terms negotiated prior to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects date of the portfolio execution services offeredthis Agreement. Subject to such policies as objective of obtaining the Board best commercially reasonable prices and execution, the Collateral Manager may, in its selection of Trustees of brokers and dealers, take into consideration research and other brokerage services furnished to the Trust may determine Collateral Manager or its Affiliates by brokers and consistent dealers, including brokers and dealers affiliated with the Collateral Manager, in compliance with Section 28(e) of the Securities Exchange Act of 1934. Such research and other brokerage services may be used by the Collateral Manager in connection with its other advisory activities or investment operations. Unless expressly prohibited by this Agreement, the Collateral Manager may execute transactions facilitating the sale of Collateral Debt Securities by the Issuer, or facilitating the acquisition of Eligible Investments and Additional Collateral Debt Securities by the Issuer as part of concurrent authorizations to sell or purchase the same security for its own account or other accounts served by the Collateral Manager if such aggregation shall not be deemed disadvantageous to have acted unlawfully or the Issuer in any material respect in the reasonable judgment of the Collateral Manager. When these concurrent transactions occur, the objective of the Collateral Manager shall be to have breached any duty created allocate the executions among the accounts in a manner which the Collateral Manager reasonably believes to be equitable and which is consistent with the Collateral Manager’s obligations hereunder, its standard practices and applicable law. Unless expressly prohibited by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisionsIndenture, the Collateral Manager is further authorized to allocate the orders placed by it may, on behalf of the Fund Issuer, direct the Trustee to such brokers sell or dealers who also provide research acquire Collateral Debt Securities or statistical materialEligible Investments, or other servicesas applicable, to or from the TrustCollateral Manager and its Affiliates, to or from entities for which the ManagerCollateral Manager acts as investment advisor or in a similar capacity or to or from any other Person, in each case subject to the terms of this Agreement and the Indenture. All sales and requisitions of Collateral Debt Securities or any affiliate Eligible Investments, as applicable, by the Collateral Manager on behalf of either. Such allocation the Issuer shall be in such amounts and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request of the Trustees to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Manager, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent accordance with its fiduciary obligations to the Fund reasonable and to such other clientscustomary business practices and in compliance with applicable law.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager 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 ManagerAdviser, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager 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. Any sub-advisers that the Adviser employs shall be subject to, and be entitled to the benefits of, the provisions of this subsection (b).

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders order to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Advisor's overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager shall be responsible for broker-dealer selectionSubadviser is authorized, subject to the supervision of the Adviser and the respective Fund's Board of Directors, to establish and maintain accounts on behalf of each Fund with, and place orders for negotiation the purchase and sale of brokerage commission rateseach Fund's Investments with or through, such persons, brokers or dealers as Subadviser may select which may include, to the extent permitted by the Adviser or the respective Fund's Board of Directors, brokers or dealers affiliated with the Subadviser. The Subadviser is also authorized, subject to the supervision of the Adviser and the respective Fund's Board of Directors to negotiate commissions to be paid on such transactions. The Subadviser shall make sales, exchanges, commitments, contracts, investments or reinvestments, or take any action which it deems necessary or desirable in connection with the Investments, in accordance with its own judgment and discretion. Specifically, the Subadviser shall have the authority to purchase, sell, sell short, transfer, deal in or otherwise invest in publicly traded common stocks, convertible bonds, convertible preferred stocks, stock warrants and rights. The Subadviser agrees that in placing such orders for a Fund it shall attempt to obtain best execution, provided that the Manager shall not direct orders to an affiliated person of the Manager without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transactionthat, the Manager may take the following into considerationSubadviser may, among other relevant information: the best net price available; the reliabilityon behalf of such Fund, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer pay brokerage commissions to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or and research services to the Manager an amount of commission for effecting a portfolio transaction Subadviser in excess of the amount of commission another broker or dealer would have charged for effecting that the transaction, if provided (i) the Manager Subadviser determines in good faith that such the amount of commission was is reasonable in relation to the value of the brokerage and research services provided by such the executing broker or dealer, viewed in terms of either that the particular transaction or in terms of the Manager’s Subadviser's overall responsibilities with respect to such Fund and the Trust. Subject accounts as to which the Subadviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws and regulations, and (iii) in the opinion of the Subadviser, the total commissions paid by such Fund will be reasonable in relation to the same policies and legal provisionsbenefits to the Fund over the long term. In reaching such determination, the Manager Subadviser will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker. It is further authorized to allocate recognized that the orders placed services provided by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, may be useful to the Trust, Subadviser in connection with the Manager, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request of the Trustees Subadviser's services to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis thereforother clients. On occasions when the Manager Subadviser deems the purchase or sale of a security to be in the best interest interests of the Fund as well as other clients of other clientsthe Subadviser, the ManagerSubadviser, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate the securities to be so sold or purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities so purchased sold or soldpurchased, as well as the expenses incurred in the transaction, will shall be made by the Manager Subadviser in the manner it the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund or Funds involved and to such other clients. The Subadviser shall report on such allocations at the request of the Adviser, or the respective Fund's Board of Directors, providing such information as the number of aggregated trades to which a Fund was a party, the broker(s) to whom such trades were directed and the basis of the allocation for the aggregated trades. Subject to the foregoing provisions of this Subsection 2(b) and at the direction of the Adviser or the Fund, the Subadviser may also consider sales of the Funds' shares as a factor in the selection of brokers or dealers for a Fund's portfolio transactions.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager 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 ManagerAdviser, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager 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. Any sub-advisers that the Adviser employs shall be subject to, and be entitled to the benefits of, the provisions of this subsection (b).

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the Trustclients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Manager Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when When the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the securities to be so purchased Fund and of those other clients for the purchase or sold in order to obtain sale of the most favorable price or lower brokerage commissions and the most efficient executionsecurity. 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 Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. The Advisor’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and communicated in writing to the Advisor in a timely manner and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Subject to the provisions of this Section 7 and any restrictions described in Section 4, Money Manager shall be responsible for broker-dealer selectionhave authority and discretion to select brokers and dealers to execute portfolio transactions initiated by Money Manager, and for negotiation of brokerage commission rates, provided that the Manager shall not direct orders to an affiliated person selection of the Manager without general prior authorization markets on/in which the transaction will be executed. (a) In doing so, the Money Manager’s primary objective shall be to use such affiliated broker or dealer by the Trust’s Board of Trustees. In selecting seek to select a broker-dealer that can be expected to execute each particular transaction, the Manager may take the following into consideration, among other relevant information: obtain the best net price available; execution for the reliabilityInvestment Company. However, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Manager this responsibility shall not be deemed to obligate the Money Manager to solicit competitive bids for each transaction; and Money Manager shall have acted unlawfully or no Portfolio Management Contract obligation to have breached any duty created by this Agreement or otherwise solely by reason seek the lowest available commission cost to Investment Company, so long as Money Manager believes in good faith, based upon its knowledge of its having caused the Fund to pay a capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction and that provides (directly or indirectly) brokerage or research services to the Manager an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was cost is reasonable in relation to the value total quality and reliability of the brokerage and research services provided made available by such the broker or dealer, to Money Manager viewed in terms of either that particular transaction or the of Money Manager’s overall responsibilities with respect to its clients, including the Trust. Subject Investment Company, as to which Money Manager exercises investment discretion, notwithstanding that Investment Company may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge Investment Company a lower commission on the particular transaction. (b) RIMCo shall retain the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by RIMCo and Money Manager, shall be executed by brokers and dealers which provide brokerage or research services to RIMCo, or as to which an ongoing relationship will be of value to RIMCo in its management of the Fund(s), which services and relationship may, but need not, be of direct benefit to the same policies and legal provisionsFund Account, the so long as: (i) Money Manager is further authorized to allocate the orders placed by it on behalf believes in good faith, based upon its knowledge of the Fund capabilities of the firm selected, that the broker or dealer can be expected to such brokers or dealers who also provide research or statistical material, or other services, obtain the best execution on a particular transaction; and (ii) RIMCo determines that the commission cost is reasonable in relation to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts total quality and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request reliability of the Trustees brokerage and research services made available to RIMCo for the Trustbenefit of its clients for which it exercises investment discretion, indicating notwithstanding that the broker-Fund Account may not be the direct or exclusive beneficiary of any such service or that another broker may be willing to charge a lower commission on the particular transaction. (c) Money Manager agrees that it will not execute any portfolio transactions with a broker or dealer which is an “affiliated person” (as defined in the Act) of the Money Manager or RIMCo except pursuant to Investment Company’s Board approved 17e-1 Polices and Procedures for Affiliated Brokerage Transactions. ▇▇▇▇▇ agrees that it will provide Money Manager with a list of brokers and dealers to whom such allocations have been made and the basis therefor. that are “affiliated persons” of RIMCo. (d) On occasions when the Money Manager deems the purchase or sale of a security or futures contract to be in the best interest of the Fund Investment Company as well as other advisory clients of other clientsthe Money Manager, the Money Manager, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate the securities or futures contracts to be so sold or purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Money Manager in the manner it the Money Manager considers to be the most equitable and consistent with its fiduciary obligations to the Fund Investment Company and to such other clients. Portfolio Management Contract (e) Money Manager may execute all documents and agreements with brokers and dealers for the purposes of managing the Fund Accounts provided that: (i) the Money Manager does not contravene the Investment Guidelines or Disclosure Documents; (ii) should the Money Manager aggregate transactions of the Fund Account with other client accounts managed by the Money Manager, any liability or amounts due from other client accounts will not be attributable or chargeable to the Fund Account and (iii) Money Manager shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected. (f) As used in this Section 7, “brokerage and research services” shall have the meaning defined in Section 28(e)(3) of the Securities Exchange Act of 1934.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Master Fund, for broker-dealer selection, and for negotiation of brokerage commission rates. The Advisor may, provided that the Manager shall not consistent with its obligations hereunder, direct orders to an affiliated person of the Manager without general prior authorization Advisor. The Advisor’s primary consideration in effecting a securities transaction will be to use such affiliated broker or dealer by obtain the Trust’s Board of Trusteesmost favorable price and execution available. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Master Fund on a continuing basis. The price to the Master Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees Directors of the Trust Master Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Master Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the TrustMaster Fund. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Master Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the TrustMaster Fund, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund Funds as well as of other clients, the ManagerAdvisor, 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 executionsold. 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 Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients.

Brokerage. The Subject to the provisions of this Section 7 and any restrictions described in Section 4, Money Manager shall be responsible for broker-dealer selectionhave authority and discretion to select brokers and dealers to execute portfolio transactions initiated by Money Manager, and for negotiation of brokerage commission rates, provided that the Manager shall not direct orders to an affiliated person selection of the Manager without general prior authorization markets on/in which the transaction will be executed. (a) In doing so, the Money Manager’s primary objective shall be to use such affiliated broker or dealer by the Trust’s Board of Trustees. In selecting seek to select a broker-dealer that can be expected to execute each particular transaction, the Manager may take the following into consideration, among other relevant information: obtain the best net price available; execution for the reliabilityInvestment Company. However, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Manager this responsibility shall not be deemed to obligate the Money Manager to solicit competitive bids for each transaction; and Money Manager shall have acted unlawfully or no obligation to have breached any duty created by this Agreement or otherwise solely by reason seek the lowest available commission cost to Investment Company, so long as Money Manager believes in good faith, based upon its knowledge of its having caused the Fund to pay a capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction and that provides (directly or indirectly) brokerage or research services to the Manager an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was cost is reasonable in relation to the value total quality and reliability of the brokerage and research services provided made available by such the broker or dealer, to Money Manager viewed in terms of either that particular transaction or the of Money Manager’s overall responsibilities with respect to its clients, including the Trust. Subject Investment Company, as to which Money Manager exercises investment discretion, notwithstanding that Investment Company may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge Investment Company a lower commission on the particular transaction. (b) RIMCo requests that the Money Manager execute 25% of all annual listed equity security transactions giving rise to brokerage commissions through those brokers and dealers as notified to Money Manager by RIMCo, which provide brokerage or research services to RIMCo or as to which an ongoing relationship will be of value to RIMCo in its management of the Fund(s), which services and relationship may, but need not, be of direct benefit to the same policies and legal provisionsFund Account, the so long as: (i) Money Manager is further authorized to allocate the orders placed by it on behalf believes in good faith, based upon its knowledge of the Fund capabilities of the firm selected, that the broker or dealer can be expected to such brokers or dealers who also provide research or statistical material, or other services, obtain the best execution on a particular transaction; and (ii) RIMCo determines that the commission cost is reasonable in relation to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts total quality and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request reliability of the Trustees brokerage and research services made available to RIMCo for the Trustbenefit of its clients for which it exercises investment discretion, indicating notwithstanding that the broker-Fund Account may not be the direct or exclusive beneficiary the brokerage research services. (c) Money Manager agrees that it will not execute any portfolio transactions with a broker or dealer which is an “affiliated person” (as defined in the Act) of the Money Manager or RIMCo except pursuant to Investment Company’s Board approved 17e-1 Policies and Procedures for Affiliated Brokerage Transactions. ▇▇▇▇▇ agrees that it will provide Money Manager with a list of brokers and dealers to whom such allocations have been made and the basis therefor. that are “affiliated persons” of RIMCo. (d) On occasions when the Money Manager deems the purchase or sale of a security or futures contract to be in the best interest of the Fund Investment Company as well as other advisory clients of other clientsthe Money Manager, the Money Manager, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate the securities or futures contracts to be so sold or purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Money Manager in the manner it the Money Manager considers to be the most equitable and consistent with its fiduciary obligations to the Fund Investment Company and to such other clients. (e) Money Manager may execute all documents and agreements with brokers and dealers for the purposes of managing the Fund Accounts provided that: (i) the Money Manager does not contravene the Investment Guidelines or Disclosure Documents; (ii) should the Money Manager aggregate transactions of the Fund Account with other client accounts managed by the Money Manager, any liability or amounts due from other client accounts will not be attributable or chargeable to the Fund Account and (iii) Money Manager shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected. (f) As used in this Section 7, “brokerage and research services” shall have the meaning defined in Section 28(e)(3) of the Securities Exchange Act of 1934.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity integrity, and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction transaction, or the ManagerAdviser’s overall responsibilities with respect to the Trustclients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of allocations to the Trustees to the Trustas required, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when When the Manager 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 ManagerAdviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the securities to be so purchased Fund and those other clients for the purchase or sold in order to obtain sale of the most favorable price or lower brokerage commissions and the most efficient executionsecurity. 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 Manager Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Fund’s Custodian (the “Custodian”) or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Adviser, except as expressly provided herein.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Funds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the ManagerAdviser, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by from the Trust’s 's Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Advisor's overall responsibilities with respect to the Trustclients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Manager Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when When the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the securities to be so purchased Fund and of those other clients for the purchase or sold in order to obtain sale of the most favorable price or lower brokerage commissions and the most efficient executionsecurity. 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 Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Funds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders order to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Advisor's overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund Funds as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients.

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

Brokerage. The Subject to the provisions of this Section 7 and any restrictions described in Section 4, Money Manager shall be responsible for broker-dealer selectionhave authority and discretion to select brokers and dealers to execute portfolio transactions initiated by Money Manager, and for negotiation of brokerage commission rates, provided that the Manager shall not direct orders to an affiliated person selection of the Manager without general prior authorization markets on/in which the transaction will be executed. (a) In doing so, the Money Manager’s primary objective shall be to use such affiliated broker or dealer by the Trust’s Board of Trustees. In selecting seek to select a broker-dealer that can be expected to execute each particular transaction, the Manager may take the following into consideration, among other relevant information: obtain the best net price available; execution for the reliabilityInvestment Company. However, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Manager this responsibility shall not be deemed to obligate the Money Manager to solicit competitive bids for each transaction; and Money Manager shall have acted unlawfully or no obligation to have breached any duty created by this Agreement or otherwise solely by reason seek the lowest available commission cost to Investment Company, so long as Money Manager believes in good faith, based upon its knowledge of its having caused the Fund to pay a capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction and that provides (directly or indirectly) brokerage or research services to the Manager an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was cost is reasonable in relation to the value total quality and reliability of the brokerage and research services provided made available by such the broker or dealer, to Money Manager viewed in terms of either that particular transaction or the of Money Manager’s overall responsibilities with respect to its clients, including the Trust. Subject Investment Company, as to which Money Manager exercises investment discretion, notwithstanding that Investment Company may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge Investment Company a lower commission on the particular transaction. (b) RIMCo requests that the Money Manager execute 25% of all annual listed equity security transactions giving rise to brokerage commissions through those brokers and dealers listed on Exhibit I and which provide brokerage or research services to RIMCo or as to which an ongoing relationship will be of value to RIMCo in its management of the Fund(s), which services and relationship may, but need not, be of direct benefit to the same policies and legal provisionsFund Account, the so long as: (i) Money Manager is further authorized to allocate the orders placed by it on behalf believes in good faith, based upon its knowledge of the Fund capabilities of the firm selected, that the broker or dealer can be expected to such brokers or dealers who also provide research or statistical material, or other services, obtain the best execution on a particular transaction; and (ii) RIMCo determines that the commission cost is reasonable in relation to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts total quality and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request reliability of the Trustees brokerage and research services made available to RIMCo for the Trustbenefit of its clients for which it exercises investment discretion, indicating notwithstanding that the broker-Fund Account may not be the direct or exclusive beneficiary the brokerage research services. (c) Money Manager agrees that it will not execute any portfolio transactions with a broker or dealer which is an “affiliated person” (as defined in the Act) of the Money Manager or RIMCo except pursuant to Investment Company’s Board approved 17e-1 Polices and Procedures for Affiliated Brokerage Transactions. ▇▇▇▇▇ agrees that it will provide Money Manager with a list of brokers and dealers to whom such allocations have been made and the basis therefor. that are “affiliated persons” of RIMCo. (d) On occasions when the Money Manager deems the purchase or sale of a security or futures contract to be in the best interest of the Fund Investment Company as well as other advisory clients of other clientsthe Money Manager, the Money Manager, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate the securities or futures contracts to be so sold or purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Money Manager in the manner it the Money Manager considers to be the most equitable and consistent with its fiduciary obligations to the Fund Investment Company and to such other clients. (e) Money Manager may execute all documents and agreements with brokers and dealers for the purposes of managing the Fund Accounts provided that: (i) the Money Manager does not contravene the Investment Guidelines or Disclosure Documents; (ii) should the Money Manager aggregate transactions of the Fund Account with other client accounts managed by the Money Manager, any liability or amounts due from other client accounts will not be attributable or Portfolio Management Contract chargeable to the Fund Account and (iii) Money Manager shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected. (f) As used in this Section 7, “brokerage and research services” shall have the meaning defined in Section 28(e)(3) of the Securities Exchange Act of 1934.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trustclients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when When the Manager 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 ManagerAdviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the securities to be so purchased Fund and those other clients for the purchase or sold in order to obtain sale of the most favorable price or lower brokerage commissions and the most efficient executionsecurity. 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 Manager Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of 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 Adviser shall select as provided herein. The 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 except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for a 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 have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the each Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trustclients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the each Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when When the Manager Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the ManagerAdviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the securities to be so purchased Fund and of those other clients for the purchase or sold in order to obtain sale of the most favorable price or lower brokerage commissions and the most efficient executionsecurity. 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 Manager 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.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees. The Advisor’s primary consideration in effecting a securities transaction will be execution at the most favorable price in relation to the quality and level of service provided by the broker-dealer. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; , the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in to excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefortherefore. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates. The Advisor may, provided that the Manager shall not consistent with its obligations hereunder, direct orders to an affiliated person of the Manager without general prior authorization Advisor. The Advisor’s primary consideration in effecting a securities transaction will be to use such affiliated broker or dealer by obtain the Trust’s Board of Trusteesmost favorable price and execution available. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees Directors of the Trust Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the TrustFund. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the TrustFund, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, 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 executionsold. 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 Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the Trustclients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Manager Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when When the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the securities to be so purchased Fund and those other clients for the purchase or sold in order to obtain sale of the most favorable price or lower brokerage commissions and the most efficient executionsecurity. 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 Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of 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 Adviser shall select as provided herein. The 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 except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for a 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 have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Subject to the provisions of this Section 7 and any restrictions described in Section 4, Money Manager shall be responsible for broker-dealer selectionhave authority and discretion to select brokers and dealers to execute portfolio transactions initiated by Money Manager, and for negotiation of brokerage commission rates, provided that the Manager shall not direct orders to an affiliated person selection of the Manager without general prior authorization markets on/in which the transaction will be executed. (a) In doing so, the Money Manager’s primary objective shall be to use such affiliated broker or dealer by the Trust’s Board of Trustees. In selecting seek to select a broker-dealer that can be expected to execute each particular transaction, the Manager may take the following into consideration, among other relevant information: obtain the best net price available; execution for the reliabilityInvestment Company. However, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Manager this responsibility shall not be deemed to obligate the Money Manager to solicit competitive bids for each transaction; and Money Manager shall have acted unlawfully or no obligation to have breached any duty created by this Agreement or otherwise solely by reason seek the lowest available commission cost to Investment Company, so long as Money Manager believes in good faith, based upon its knowledge of its having caused the Fund to pay a capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction and that provides (directly or indirectly) brokerage or research services to the Manager an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was cost is reasonable in relation to the value total quality and reliability of the brokerage and research services provided made available by such the broker or dealer, to Money Manager viewed in terms of either that particular transaction or the of Money Manager’s overall responsibilities with respect to its clients, including the Trust. Subject Investment Company, as to which Money Manager exercises investment discretion, notwithstanding that Investment Company may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge Investment Company a lower commission on the particular transaction. (b) RIMCo requests that the Money Manager execute 25% of all annual listed equity security transactions giving rise to brokerage commissions through those brokers and dealers listed on Exhibit I and which provide brokerage or research services to RIMCo or as to which an ongoing relationship will be of value to RIMCo in its management of the Fund(s), which services and relationship may, but need not, be of direct benefit to the same policies and legal provisionsFund Account, the so long as: (i) Money Manager is further authorized to allocate the orders placed by it on behalf believes in good faith, based upon its knowledge of the Fund capabilities of the firm selected, that the broker or dealer can be expected to such brokers or dealers who also provide research or statistical material, or other services, obtain the best execution on a particular transaction; and (ii) RIMCo determines that the commission cost is reasonable in relation to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts total quality and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request reliability of the Trustees brokerage and research services made available to RIMCo for the Trustbenefit of its clients for which it exercises investment discretion, indicating notwithstanding that the broker-Fund Account may not be the direct or exclusive beneficiary the brokerage research services. (c) Money Manager agrees that it will not execute any portfolio transactions with a broker or dealer which is an “affiliated person” (as defined in the Act) of the Money Manager or RIMCo except pursuant to Investment Company’s Board approved 17e-1 Policies and Procedures for Affiliated Brokerage Transactions. ▇▇▇▇▇ agrees that it will provide Money Manager with a list of brokers and dealers to whom such allocations have been made and the basis therefor. that are “affiliated persons” of RIMCo. (d) On occasions when the Money Manager deems the purchase or sale of a security or futures contract to be in the best interest of the Fund Investment Company as well as other advisory clients of other clientsthe Money Manager, the Money Manager, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate the securities or futures contracts to be so sold or purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Money Manager in the manner it the Money Manager considers to be the most equitable and consistent with its fiduciary obligations to the Fund Investment Company and to such other clients. Portfolio Management Contract (e) Money Manager may execute all documents and agreements with brokers and dealers for the purposes of managing the Fund Accounts provided that: (i) the Money Manager does not contravene the Investment Guidelines or Disclosure Documents; (ii) should the Money Manager aggregate transactions of the Fund Account with other client accounts managed by the Money Manager, any liability or amounts due from other client accounts will not be attributable or chargeable to the Fund Account and (iii) Money Manager shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected. (f) As used in this Section 7, “brokerage and research services” shall have the meaning defined in Section 28(e)(3) of the Securities Exchange Act of 1934.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by from the TrustFund’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trustclients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of allocations to the Trustees to the Trustas required, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when When the Manager 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 ManagerAdviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the securities to be so purchased Fund and those other clients for the purchase or sold in order to obtain sale of the most favorable price or lower brokerage commissions and the most efficient executionsecurity. 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 Manager 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 Fund authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Fund or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders order to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Advisor's overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders order to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s Board of Trustees. The Advisor’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, ,integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager shall be Sub-Adviser is responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Sub-Adviser shall not direct orders an order to an affiliated person of the Manager Adviser or Sub-Adviser without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of TrusteesChief Compliance Officer. The Sub-Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Sub-Adviser may take the following into considerationfollowing, among other relevant informationthings, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The execution price to the Fund in any of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Sub-Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerSub-Adviser’s overall responsibilities with respect to the TrustFund. Subject to the same policies and legal provisions, the Manager Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, services to the Trust, the ManagerAdviser, the Sub-Adviser or any affiliate of eitheraffiliate. Such allocation shall be in such amounts and proportions as the Manager Sub-Adviser shall determine, and the Manager Sub-Adviser shall report on such allocations, upon allocations regularly to the request of the Trustees Adviser who shall report to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager 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 ManagerSub-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 expenses expense incurred in the transaction, will be made by the Manager Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Sub-Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact 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 have authority to cause the Custodian to deliver securities and other property or pay cash to the Sub-Adviser except as expressly provided herein.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees. The Advisor’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders order to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Advisor's overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, I.E., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will shall be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Sub-Adviser is responsible for decisions to buy and sell securities for the Fund and shall be effect individual orders for the purchase and sale of Allocated Assets for the Fund. The Sub- Adviser is responsible for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Sub-Adviser shall not direct orders an order to an affiliated person of the Manager Adviser or Sub-Adviser without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of TrusteesChief Compliance Officer. In A primary consideration for the Sub-Adviser in effecting a securities transaction will be execution at the most favorable price. However, in selecting a broker-broker- dealer to execute each particular transaction, the Manager Sub-Adviser may take the following into considerationfollowing, among other relevant informationthings, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The execution price to the Fund in any of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Sub-Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Sub- Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerSub-Adviser’s overall responsibilities with respect to the TrustFund. Subject to the same policies and legal provisions, the Manager Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, services to the Trust, the Manager, Adviser or any affiliate of eitheraffiliated person thereof. Such allocation shall be in such amounts and proportions as the Manager Sub-Adviser shall determine, and the Manager Sub-Adviser shall report on such allocations, upon allocations regularly to the request of the Trustees Adviser who shall report to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when If the Manager 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 ManagerSub-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 expenses expense incurred in the transaction, will be made by the Manager Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsclients in accordance with the Sub-Adviser’s Allocation and Aggregation Policy. The 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, including any derivatives documentation such as exchange-traded and over-the-counter, as applicable. 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 have authority to cause the Custodian to deliver securities and other property or pay cash to the Sub-Adviser except as expressly provided herein.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. In selecting a broker-broker- dealer to execute each particular transaction, the Manager Adviser may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the each Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredoffered or as set forth below. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trustclients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the each Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when When the Manager Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the ManagerAdviser, to the extent permitted by applicable laws and regulations, may aggregate orders of such Fund and those other clients for the securities to be so purchased purchase or sold in order to obtain sale of the most favorable price or lower brokerage commissions and the most efficient executionsecurity. 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 Manager Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the such Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of a Fund and to execute for such 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 shall cause all securities and other property purchased or sold for a Fund to be settled at the place of business of the Fund’s Custodian (the “Custodian”) or as the Custodian shall direct. All securities and other property of each Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for a Fund and deliver securities and other property against payment for each Fund, and such other authority granted by the Trust from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. The Adviser's primary consideration in effecting a securities transaction will be the best execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the each Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Adviser's overall responsibilities with respect to each Fund or accounts for which the TrustAdviser has investment discretion. Subject to the same policies and legal provisions, the Manager The Adviser is further authorized to allocate the orders placed by it on behalf of the each Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the TrustFunds, indicating the broker-dealers to whom such allocations have been made and the basis therefortherefore. The Adviser is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best price and execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients (to the extent that the Adviser may, in the future, have other clients), the ManagerAdviser, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the each Fund and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders order to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredoffered reasonably justify the difference. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Advisor's overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Adviser shall be responsible for, but may delegate, decisions to buy and sell securities for the Funds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders order to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by for the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager 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 ManagerAdviser, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager 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.

Brokerage. The Subject to the provisions of this Section 7 and any restrictions described in Section 4, Money Manager shall be responsible for broker-dealer selectionhave authority and discretion to select brokers and dealers to execute portfolio transactions initiated by Money Manager, and for negotiation of brokerage commission rates, provided that the Manager shall not direct orders to an affiliated person selection of the Manager without general prior authorization markets on/in which the transaction will be executed. Portfolio Management Contract (a) In doing so, the Money Manager’s primary objective shall be to use such affiliated broker or dealer by the Trust’s Board of Trustees. In selecting seek to select a broker-dealer that can be expected to execute each particular transaction, the Manager may take the following into consideration, among other relevant information: obtain the best net price available; execution for the reliabilityInvestment Company. However, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Manager this responsibility shall not be deemed to obligate the Money Manager to solicit competitive bids for each transaction; and Money Manager shall have acted unlawfully or no obligation to have breached any duty created by this Agreement or otherwise solely by reason seek the lowest available commission cost to Investment Company, so long as Money Manager believes in good faith, based upon its knowledge of its having caused the Fund to pay a capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction and that provides (directly or indirectly) brokerage or research services to the Manager an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was cost is reasonable in relation to the value total quality and reliability of the brokerage and research services provided made available by such the broker or dealer, to Money Manager viewed in terms of either that particular transaction or the of Money Manager’s overall responsibilities with respect to its clients, including the Trust. Subject Investment Company, as to which Money Manager exercises investment discretion, notwithstanding that Investment Company may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge Investment Company a lower commission on the particular transaction. (b) RIMCo requests that the Money Manager execute 25% of all annual listed equity security transactions giving rise to brokerage commissions through those brokers and dealers listed on Exhibit I and which provide brokerage or research services to RIMCo or as to which an ongoing relationship will be of value to RIMCo in its management of the Fund(s), which services and relationship may, but need not, be of direct benefit to the same policies and legal provisionsFund Account, the so long as: (i) Money Manager is further authorized to allocate the orders placed by it on behalf believes in good faith, based upon its knowledge of the Fund capabilities of the firm selected, that the broker or dealer can be expected to such brokers or dealers who also provide research or statistical material, or other services, obtain the best execution on a particular transaction; and (ii) RIMCo determines that the commission cost is reasonable in relation to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts total quality and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request reliability of the Trustees brokerage and research services made available to RIMCo for the Trustbenefit of its clients for which it exercises investment discretion, indicating notwithstanding that the broker-Fund Account may not be the direct or exclusive beneficiary the brokerage research services. (c) Money Manager agrees that it will not execute any portfolio transactions with a broker or dealer which is an “affiliated person” (as defined in the Act) of the Money Manager or RIMCo except pursuant to Investment Company’s Board approved 17e-1 Polices and Procedures for Affiliated Brokerage Transactions. ▇▇▇▇▇ agrees that it will provide Money Manager with a list of brokers and dealers to whom such allocations have been made and the basis therefor. that are “affiliated persons” of RIMCo. (d) On occasions when the Money Manager deems the purchase or sale of a security or futures contract to be in the best interest of the Fund Investment Company as well as other advisory clients of other clientsthe Money Manager, the Money Manager, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate the securities or futures contracts to be so sold or purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Money Manager in the manner it the Money Manager considers to be the most equitable and consistent with its fiduciary obligations to the Fund Investment Company and to such other clients. Portfolio Management Contract (e) Money Manager may execute all documents and agreements with brokers and dealers for the purposes of managing the Fund Accounts provided that: (i) the Money Manager does not contravene the Investment Guidelines or Disclosure Documents; (ii) should the Money Manager aggregate transactions of the Fund Account with other client accounts managed by the Money Manager, any liability or amounts due from other client accounts will not be attributable or chargeable to the Fund Account and (iii) Money Manager shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected. (f) As used in this Section 7, “brokerage and research services” shall have the meaning defined in Section 28(e)(3) of the Securities Exchange Act of 1934.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. The Advisor will effect all securities transactions for the benefit of the Fund in accordance with its duty to seek best execution. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredoffered and the transaction is effected in accordance with the Advisor’s obligation to obtain best execution. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates. The Advisor may, provided that the Manager shall not consistant with its obligations hereunder, direct orders to an affiliated person of the Manager without general prior authorization Advisor. The Advisor’s primary consideration in effecting a securities transaction will be to use such affiliated broker or dealer by obtain the Trust’s Board of Trusteesmost favorable price and execution available. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the each Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund as well as of other clients, the ManagerAdvisor, 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 executionsold. 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 Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders order to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Advisor's overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Funds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders order to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Advisor's overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager Advisor is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders order to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Advisor's overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, I.E., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Funds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trustclients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when When the Manager Adviser deems the purchase or sale of a security to be in the best interest of the Fund Funds as well as of other clients, the ManagerAdviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the securities to be so purchased Funds and those other clients for the purchase or sold in order to obtain sale of the most favorable price or lower brokerage commissions and the most efficient executionsecurity. 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 Manager Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of 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 Adviser shall select as provided herein. The 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 except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for a 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 have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Company hereby delegates to the Investment Manager shall sole and exclusive authority to designate the brokers or dealers from the list set forth on Schedule 4, as may be responsible for broker-dealer selectionupdated from time to time by the Company with the consent of the Investment Manager (not to be unreasonably withheld, conditioned or delayed), through whom all purchases and for negotiation sales on behalf of brokerage commission the Portfolio will be made. To the extent permitted by applicable law and included on Schedule 4, such brokers or dealers may include Affiliates of the Investment Manager. The Investment Manager will reasonably determine the rate or rates, if any, to be paid for brokerage services provided that to the Manager shall not direct orders to an affiliated person of the Manager without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of TrusteesPortfolio. In selecting a broker-dealer brokers or dealers from Schedule 4 to effect transactions on behalf of the Portfolio, the Investment Manager, subject to its overall duty to obtain “best execution” of Portfolio transactions, will have authority to and may consider the full range and quality of the ability of the brokers or dealers to execute each particular transactiontransactions efficiently, their responsiveness to the Manager may take the following into considerationInvestment Manager's instructions, among other relevant information: the best net price available; the reliabilitytheir facilities, integrity reliability and financial condition of the broker-dealer; the size of and difficulty in executing the order; responsibility and the value of any research or other services or products they provide. The Investment Manager will not be obligated to seek in advance competitive bidding for the expected contribution of most favorable commission rate applicable to any particular transaction for the Portfolio or to select any broker-dealer to on the investment performance basis of the Fund on a continuing basisits purported posted commission rate. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies As long as the Board services or other products provided by a particular broker or dealer included on Schedule 4 (whether directly or through a third party) qualify as “brokerage and research” services within the meaning of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (and relevant Securities and Exchange Commission interpretations of that section) and the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Investment Manager determines in good faith that such the amount of commission was charged by such broker or dealer is reasonable in relation to the value of the such “brokerage and research services,” the Investment Manager may utilize the services of that broker or dealer to execute transactions for the Portfolio on an agency basis even if (i) the Portfolio would incur higher transaction costs than it would have incurred had another broker or dealer been used and (ii) the Portfolio does not necessarily benefit from the research or products provided by such that broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request of the Trustees to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Manager, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Subject to the provisions of this Section 7 and any restrictions described in Section 4, Money Manager shall be responsible for broker-dealer selectionhave authority and discretion to select brokers and dealers to execute portfolio transactions initiated by Money Manager, and for negotiation of brokerage commission rates, provided that the Manager shall not direct orders to an affiliated person selection of the Manager without general prior authorization markets on/in which the transaction will be executed. Portfolio Management Contract (a) In doing so, the Money Manager’s primary objective shall be to use such affiliated broker or dealer by the Trust’s Board of Trustees. In selecting seek to select a broker-dealer that can be expected to execute each particular transaction, the Manager may take the following into consideration, among other relevant information: obtain the best net price available; execution for the reliabilityInvestment Company. However, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Manager this responsibility shall not be deemed to obligate the Money Manager to solicit competitive bids for each transaction; and Money Manager shall have acted unlawfully or no obligation to have breached any duty created by this Agreement or otherwise solely by reason seek the lowest available commission cost to Investment Company, so long as Money Manager believes in good faith, based upon its knowledge of its having caused the Fund to pay a capabilities of the firm selected, that the broker or dealer can be expected to obtain the best execution on a particular transaction and that provides (directly or indirectly) brokerage or research services to the Manager an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was cost is reasonable in relation to the value total quality and reliability of the brokerage and research services provided made available by such the broker or dealer, to Money Manager viewed in terms of either that particular transaction or the of Money Manager’s overall responsibilities with respect to its clients, including the Trust. Subject Investment Company, as to which Money Manager exercises investment discretion, notwithstanding that Investment Company may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge Investment Company a lower commission on the particular transaction. (b) RIMCo shall retain the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by RIMCo and Money Manager, shall be executed by brokers and dealers which provide brokerage or research services to RIMCo, or as to which an ongoing relationship will be of value to RIMCo in its management of the Fund(s), which services and relationship may, but need not, be of direct benefit to the same policies and legal provisionsFund Account, the so long as: (i) Money Manager is further authorized to allocate the orders placed by it on behalf believes in good faith, based upon its knowledge of the Fund capabilities of the firm selected, that the broker or dealer can be expected to such brokers or dealers who also provide research or statistical material, or other services, obtain the best execution on a particular transaction; and (ii) RIMCo determines that the commission cost is reasonable in relation to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts total quality and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request reliability of the Trustees brokerage and research services made available to RIMCo for the Trustbenefit of its clients for which it exercises investment discretion, indicating notwithstanding that the broker-Fund Account may not be the direct or exclusive beneficiary of any such service or that another broker may be willing to charge a lower commission on the particular transaction. (c) Money Manager agrees that it will not execute any portfolio transactions with a broker or dealer which is an “affiliated person” (as defined in the Act) of the Money Manager or RIMCo except pursuant to Investment Company’s Board approved 17e-1 Polices and Procedures for Affiliated Brokerage Transactions. ▇▇▇▇▇ agrees that it will provide Money Manager with a list of brokers and dealers to whom such allocations have been made and the basis therefor. that are “affiliated persons” of RIMCo. (d) On occasions when the Money Manager deems the purchase or sale of a security or futures contract to be in the best interest of the Fund Investment Company as well as other advisory clients of other clientsthe Money Manager, the Money Manager, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate the securities or futures contracts to be so sold or purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, Portfolio Management Contract allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Money Manager in the manner it the Money Manager considers to be the most equitable and consistent with its fiduciary obligations to the Fund Investment Company and to such other clients. (e) Money Manager may execute all documents and agreements with brokers and dealers for the purposes of managing the Fund Accounts provided that: (i) the Money Manager does not contravene the Investment Guidelines or Disclosure Documents; (ii) should the Money Manager aggregate transactions of the Fund Account with other client accounts managed by the Money Manager, any liability or amounts due from other client accounts will not be attributable or chargeable to the Fund Account and (iii) Money Manager shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected. (f) As used in this Section 7, “brokerage and research services” shall have the meaning defined in Section 28(e)(3) of the Securities Exchange Act of 1934.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Advisor's overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the a Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, I.E., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, selection and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. The Adviser's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Adviser's overall responsibilities with respect to the TrustFund or accounts for which the Adviser has investment discretion. Subject to the same policies and legal provisions, the Manager The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the TrustFund, indicating the broker-dealers to whom such allocations have been made made, the amount of such allocation and the basis therefor. The Adviser is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best price and execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients (to the extent that the Adviser may, in the future, have other clients), the ManagerAdviser, 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 and execution or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager 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.

Brokerage. The Manager With respect to the Allocated Portion, the Sub-Advisor shall be responsible for broker-dealer selection, selection and for negotiation of brokerage commission rates, provided that the Manager shall not . The Sub-Advisor may direct orders to an affiliated person of the Manager Sub-Advisor or to any other broker-dealer who has been identified by the Advisor to the Sub-Advisor as an affiliate of any other investment manager without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees, provided that the Sub-Advisor does so in a manner consistent with Sections 17(a) and 17(e) of the Investment Company Act, Rule 17e-1 thereunder and the Rule 17e-1 procedures adopted by the Trust (a copy of which shall by provided by the Advisor). The Sub-Advisor’s primary consideration in effecting a securities transaction will be attempting to achieve best execution under the circumstances. In selecting a broker-dealer to execute each particular transaction, the Manager Sub-Advisor may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredoffered under the circumstances of any particular transaction. Subject to such policies as the Advisor and the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Sub-Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Sub-Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Sub-Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerSub-Advisor’s or the Advisor’s overall responsibilities with respect to the TrustFund. Subject to the same policies and legal provisions, the Manager The Sub-Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either, or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Manager Sub-Advisor shall determine, and the Manager Sub-Advisor shall report on such allocations, upon allocations regularly to the request of the Trustees to Advisor and the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Sub-Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of other clientsthe Sub-Advisor, the ManagerSub-Advisor, 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 executionexecution under the circumstances. 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 Manager Sub-Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager shall not direct orders to an affiliated person of the Manager without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Manager may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Manager, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. Any Sub-Advisers that the Manager employs shall be subject to, and be entitled to the benefits of, the provisions of this subsection (b).

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Funds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. The Advisor’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager Advisor is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients.

Brokerage. The Manager shall be responsible In placing orders with brokers and/or dealers, the Sub-Adviser is directed at all times to seek best price and execution for broker-dealer selectionpurchases and sales on behalf of the Fund, and for negotiation of taking into account such factors as price (including the applicable brokerage commission ratesor dealer spread), provided that the Manager shall not direct orders to an affiliated person execution capability, financial responsibility and responsiveness of the Manager without general prior authorization to use such affiliated broker or dealer and the brokerage and research services provided by the Trust’s Board of Trusteesbroker or dealer. In selecting a brokerSub-dealer to execute each particular transaction, the Manager may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity Adviser should generally seek favorable prices and financial condition of the broker-dealer; the size of and difficulty commission rates that are reasonable in executing the order; and the value of the expected contribution of the broker-dealer relation to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredbenefits received. Subject to such policies conditions as may be imposed by the Trust's Board of Trustees of Trustees, the Trust Sub-Adviser may determine and consistent with pay commissions to brokers and/or dealers that are higher than might be charged by another qualified broker to obtain brokerage and/or research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the Manager shall not "Exchange Act")) considered by the Sub-Adviser to be deemed to have acted unlawfully useful or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused desirable in the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager an amount of commission for effecting a portfolio transaction in excess performance of the amount of commission another broker or dealer would have charged for effecting that transactionSub-Adviser's duties hereunder, if the Manager Sub-Adviser determines in good faith that such the amount of the commission was is reasonable in relation to the value of the brokerage and research services provided by such the executing broker or dealer, . The determination may be viewed in terms of either that a particular transaction or the Manager’s Sub-Adviser's overall responsibilities with respect to the TrustFund and to accounts over which Sub-Adviser exercises investment discretion. The Fund and the Sub-Adviser understand and acknowledge that, although the information may be useful to the Fund and the Sub-Adviser, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution as described above, the Sub-Adviser may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute Fund portfolio transactions. Subject to the same policies foregoing and legal provisionsto such conditions as may be imposed by the Adviser or the Trust's Board of Trustees and the provisions of the 1940 Act, Exchange Act, and other applicable law, nothing herein shall prohibit the Sub-Adviser from selecting brokers and/or dealers who are "affiliated persons" of the Sub-Adviser, the Manager is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers Adviser or dealers who also provide research or statistical material, or other services, to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request of the Trustees to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Sub-Adviser deems the purchase or sale of a security to be in the best interest interests of the Fund Trust as well as of other clientscustomers, the ManagerSub-Adviser may, to the extent permitted by applicable laws and regulations, may but shall not be obligated to, aggregate the securities to be so sold or purchased or sold in order to obtain the most favorable price or best execution and lower brokerage commissions and the most efficient executioncommissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and Trust and, if applicable, to such other clientscustomers. If any occasion should arise in which the Sub-Adviser gives any advice to clients of Sub-Adviser concerning the shares of the Fund, Sub-Adviser will act solely as investment counsel for such client and not in any way on behalf of the Fund. Sub-Adviser's services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that Sub-Adviser may render investment advice, management and other services to others, including other registered investment companies.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders order to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s Board of Trustees. The Advisor’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; , the size of and difficulty in executing the order; , and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders order to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s Board of Trustees. The Advisor’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-broker- dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the Trustclients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Manager Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-broker- dealers to whom such allocations have been made and the basis therefor. On occasions when When the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, to the extent permitted by applicable laws and regulations, may aggregate orders of the securities to be so purchased Fund and those other clients for the purchase or sold in order to obtain sale of the most favorable price or lower brokerage commissions and the most efficient executionsecurity. 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 Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The With respect to Manager's Allocated Portion, Manager shall be responsible for broker-dealer selection, selection and for negotiation of brokerage commission rates, provided that the Manager shall not direct orders to an affiliated person of the Manager or any other investment manager without general prior authorization to use such affiliated broker or dealer by the Trust’s 's Board of Trustees. Manager's primary -2- consideration in effecting a securities transaction will be execution such that the total cost or proceeds in each transaction in Manager's Allocated Portion is the most favorable under the circumstances. In selecting a broker-dealer to execute each particular transaction, the Manager may may, but is not limited to, take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Advisor and the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s 's overall responsibilities with respect to the TrustManager's Allocated Portion and Manager's other clients. Subject to the same policies and legal provisions, the Manager is further authorized to allocate the orders placed by it on behalf of the Fund with respect to Manager's Allocated Portion to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon allocations regularly to the request of the Trustees to Advisor and the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager deems the purchase or sale is also authorized to consider sales of a security to be in the best interest shares of the Fund as well as a factor in the selection of other clientsbrokers or dealers to execute portfolio transactions, the Manager, subject to the extent permitted by applicable laws and regulationsrequirements of best execution, may aggregate i.e., that such brokers or dealers are able to execute the securities to be so purchased order such that the total cost or sold proceeds in order to obtain each transaction in Manager's Allocated Portion is the most favorable price or lower brokerage commissions and under the most efficient executioncircumstances. 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 Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates. The Advisor may, provided that the Manager shall not consistent with its obligations hereunder, direct orders to an affiliated person of the Manager without general prior authorization Advisor. The Advisor’s primary consideration in effecting a securities transaction will be to use such affiliated broker or dealer by obtain the Trust’s Board of Trusteesmost favorable price and execution available. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the TrustFund. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the TrustFund, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, 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 executionsold. 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 Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. The Advisor will effect all securities transactions for the benefit of the Fund in accordance with its duty to seek best execution. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredoffered and the transaction is effected in accordance with the Advisor’s obligation to obtain best execution. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Advisor 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 Advisor shall select as provided herein. The Advisor shall cause all securities and other property purchased or sold for the Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of the Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board. The Advisor further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for a Funds and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust from time to time. The Advisor shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Advisor except as expressly provided herein.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates. The Advisor may, provided that the Manager shall not consistent with its obligations hereunder, direct orders to an affiliated person of the Manager without general prior authorization Advisor. The Advisor’s primary consideration in effecting a securities transaction will be to use such affiliated broker or dealer by obtain the Trust’s Board of Trusteesmost favorable price and execution available. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees Directors of the Trust Fund may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the TrustFund. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the TrustFund, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, 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 executionsold. 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 Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients.

Brokerage. The Subject to the provisions of this Section 7 and any restrictions described in Section 4, Money Manager shall be responsible for broker-dealer selectionhave authority and discretion to select brokers and dealers to execute portfolio transactions initiated by Money Manager, and for negotiation of brokerage commission rates, provided that the Manager shall not direct orders to an affiliated person selection of the Manager without general prior authorization markets on/in which the transaction will be executed. (a) In doing so, the Money Manager’s primary objective shall be to use such affiliated broker or dealer by the Trust’s Board of Trustees. In selecting seek to select a broker-dealer that can be expected to execute each particular transaction, the Manager may take the following into consideration, among other relevant information: obtain the best net price available; and execution for the reliabilityInvestment Company. However, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Manager this responsibility shall not be deemed to obligate the Money Manager to solicit competitive bids for each transaction; and Money Manager shall Portfolio Management Contract, February, 2006 Portfolio Management Contract have acted unlawfully or no obligation to have breached any duty created by this Agreement or otherwise solely by reason seek the lowest available commission cost to Investment Company, so long as Money Manager believes in good faith, based upon its knowledge of its having caused the Fund to pay a capabilities of the firm selected, that the broker or dealer can be expected to obtain the best price on a particular transaction and that provides (directly or indirectly) brokerage or research services to the Manager an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was cost is reasonable in relation to the value total quality and reliability of the brokerage and research services provided made available by such the broker or dealer, to Money Manager viewed in terms of either that particular transaction or the of Money Manager’s overall responsibilities with respect to its clients, including the Trust. Subject Investment Company, as to which Money Manager exercises investment discretion, notwithstanding that Investment Company may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge Investment Company a lower commission on the particular transaction. (b) FRIMCo shall retain the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by FRIMCo and Money Manager, shall be executed by brokers and dealers which provide brokerage or research services to FRIMCo, or as to which an ongoing relationship will be of value to FRIMCo in its management of the Fund(s), which services and relationship may, but need not, be of direct benefit to the same policies and legal provisionsFund Account, the so long as: (i) Money Manager is further authorized to allocate the orders placed by it on behalf believes in good faith, based upon its knowledge of the Fund capabilities of the firm selected, that the broker or dealer can be expected to such brokers or dealers who also provide research or statistical material, or other services, obtain the best price on a particular transaction; and (ii) FRIMCo determines that the commission cost is reasonable in relation to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts total quality and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request reliability of the Trustees brokerage and research services made available to FRIMCo for the Trustbenefit of its clients for which it exercises investment discretion, indicating notwithstanding that the broker-Fund Account may not be the direct or exclusive beneficiary of any such service or that another broker may be willing to charge a lower commission on the particular transaction. (c) Money Manager agrees that it will not execute any portfolio transactions with a broker or dealer which is an “affiliated person” (as defined in the Act) of the Money Manager or FRIMCo except pursuant to Investment Company’s Board approved 17e-1 Polices and Procedures for Affiliated Brokerage Transactions. ▇▇▇▇▇▇ agrees that it will provide Money Manager with a list of brokers and dealers to whom such allocations have been made and the basis therefor. that are “affiliated persons” of FRIMCo. (d) On occasions when the Money Manager deems the purchase or sale of a security or futures contract to be in the best interest of the Fund Investment Company as well as other advisory clients of other clientsthe Money Manager, the Money Manager, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate the securities or futures contracts to be so sold or purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Money Manager in the manner it the Money Manager considers to be the most equitable and consistent with its fiduciary obligations to the Fund Investment Company and to such other clients. Portfolio Management Contract, February, 2006 Portfolio Management Contract (e) Money Manager may execute all documents and agreements with brokers and dealers for the purposes of managing the Fund Accounts provided that: (i) the Money Manager does not contravene the Investment Guidelines or Disclosure Documents; and (ii) should the Money Manager aggregate transactions of the Fund Account with other client accounts managed by the Money Manager, any liability or amounts due from other client accounts will not be attributable or chargeable to the Fund Account. (f) As used in this Section 7, “brokerage and research services” shall have the meaning defined in Section 28(e)(3) of the Securities Exchange Act of 1934.

Brokerage. The Manager approval of this Agreement, from time to time, by the Board of Directors of the Corporation on behalf of each Portfolio constitutes authorization of PMC, in carrying out its duties under Paragraph 1.1, to cause or permit any Sub-Advisor to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Portfolio and place, in the name of each Portfolio or its nominee, all such orders. When placing orders, the Sub-Advisor shall be responsible use its best efforts to obtain the best available price and most favorable execution for brokereach Portfolio. In assessing the best overall terms available for any transaction, PMC and/or a Sub-dealer selectionAdviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and for negotiation of brokerage commission rates, provided that the Manager shall not direct orders to an affiliated person reasonableness of the Manager without general prior authorization to use such affiliated broker or dealer by commission, if any, both for the Trust’s Board of Trusteesspecific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting a the broker-dealer to execute each a particular transaction, PMC and/or a Sub-Advisor may also consider the Manager may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity brokerage and financial condition of the broker-dealer; the size of and difficulty research services (as those terms are defined in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Manager shall not be deemed ) provided 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 each Portfolio and/or other accounts over which PMC and/or a Sub-Advisor exercises investment discretion. PMC and/or a Sub-Advisor is authorized to pay to a broker or dealer that who provides (directly or indirectly) such brokerage or and research services to the Manager an amount of a commission for effecting executing a portfolio transaction for a Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Manager Sub-Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, --viewed in terms of either that particular transaction or in terms of the Manager’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager is further authorized to allocate the orders placed by it on behalf of the Fund Sub-Advisor to such brokers or dealers who also provide research or statistical material, or other services, to a Portfolio. To the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request of the Trustees to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager deems extent that the purchase or sale of securities or other investments of the same issuer may be deemed by PMC and/or a security Sub-Advisor to be suitable for two or more accounts managed by PMC and/or a Sub-Advisor, the available securities or investments may be allocated in a manner believed by PMC and/or a Sub-Advisor to be equitable to each account. It is recognized that in some cases this procedure may adversely affect the best interest price paid or received by a Portfolio or the size of the Fund as well as position obtainable for or disposed of other clients, the Manager, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsa Portfolio.

Brokerage. The Manager shall be responsible for broker-dealer selectionSubadviser is authorized, and for negotiation of brokerage commission rates, provided that subject to the Manager shall not direct orders to an affiliated person supervision of the Manager without general prior authorization to use such affiliated broker or dealer by Adviser and the Trust’s 's Board of Trustees, to establish and maintain accounts on behalf of the Fund with, and place orders for the purchase and sale of the Subadviser Assets with or through, such persons, brokers (including, to the extent permitted by applicable law, any broker affiliated with the Subadviser) or dealers (Abrokers@) as Subadviser may elect and negotiate commissions to be paid on such transactions. The Subadviser, however, is not required to obtain the consent of the Adviser or the Trust=s Board of Trustees prior to establishing any such brokerage account. The Subadviser shall place all orders for the purchase and sale of portfolio investments for a Fund's account with brokers selected by the Subadviser. In selecting the selection of such brokers and the placing of such orders, the Subadviser shall seek to obtain for a broker-dealer Fund the most favorable price and execution available, except to execute each particular the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as provided below. In using its reasonable efforts to obtain for a Fund the most favorable price and execution available, the Subadviser, bearing in mind the best interests of a Fund at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the Manager may take breadth and nature of the following into considerationmarket for the security, among other relevant information: the best net price available; difficulty of the reliabilityexecution, integrity the amount of the commission, if any, the timing of the transaction, market prices and -- 183 -- trends, the reputation, experience and financial condition stability of the broker-dealer; the size of and difficulty in executing the order; broker involved, and the value quality of service rendered by the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund broker in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredtransactions. Subject to such policies as the Board of Trustees of may determine, or as may be mutually agreed to by the Trust may determine Adviser and consistent with Section 28(e) of the Securities Exchange Act of 1934Subadviser, the Manager Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to the Manager Subadviser an amount of commission for effecting a portfolio Fund investment transaction that is in excess of the amount of commission that another broker or dealer would have charged for effecting that transactiontransaction if, if but only if, the Manager Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, dealer viewed in terms of either that particular transaction or the Manager’s overall responsibilities responsibility of the Subadviser with respect to the Trustaccounts as to which it exercises investment discretion. Subject It is recognized that the services provided by such brokers may be useful to the same policies and legal provisions, Subadviser in connection with the Manager is further authorized Subadviser's services to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request of the Trustees to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis thereforclients. On occasions when the Manager Subadviser deems the purchase or sale of a security to be in the best interest interests of the a Fund as well as other clients of other clientsthe Subadviser, the ManagerSubadviser, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate the securities to be so sold or purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities so purchased sold or soldpurchased, as well as the expenses incurred in the transaction, will be made by the Manager Subadviser in the manner it 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 a Fund or the size of the position obtainable for, or disposed of by, the Fund.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the each Fund on a continuing basis. The price to the each Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934Act, the Manager 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 each Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trusteach Fund. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the each Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Adviser deems the purchase or sale of a security to be in the best interest of the each Fund as well as of other clients, the ManagerAdviser, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the each Fund and to such other clients.

Brokerage. The Manager (i) With respect to the Sub-Advisor’s Allocated Portion, the Sub-Advisor shall be responsible for broker-dealer selection, selection and for negotiation of brokerage commission rates, provided that the Manager shall not . The Sub-Advisor may direct orders to an affiliated person of the Manager Sub-Advisor or to any other broker-dealer who has been identified by the Advisor to the Sub-Advisor as an affiliate of any other investment manager without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees, provided that the Sub-Advisor does so in a manner consistent with Sections 17(a) and 17(e) of the Investment Company Act, Rule 17e-1 thereunder and the Rule 17e-1 procedures adopted by the Trust (a copy of which shall by provided by the Advisor). The Sub-Advisor’s primary consideration in effecting a securities transaction will be best execution. In selecting a broker-dealer to execute each particular transaction, the Manager Sub-Advisor may take take, among others, the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. . (ii) Subject to such policies as the Advisor and the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Sub-Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Sub-Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Sub-Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerSub-Advisor’s or the Advisor’s overall responsibilities with respect to the TrustFund. Subject to the same policies and legal provisions, the Manager The Sub-Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either, or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Manager Sub-Advisor shall determine, and the Manager Sub-Advisor shall report on such allocations, upon allocations regularly to the request of the Trustees to Advisor and the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. . (iii) On occasions when the Manager Sub-Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of other clientsthe Sub-Advisor, the ManagerSub-Advisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Sub-Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Funds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Advisor's overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the a Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, I.E., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Funds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take into consideration all relevant factors, including but not limited to the following into consideration, among other relevant informationfollowing: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the dealer's risk in positioning a block of securities, the clearance, settlement, and other operational capabilities of the broker or dealer generally and in connection with securities of the type involved, the broker's or dealer's ability and willingness to commit its capital to facilitate transactions (by participating for its own account) the importance of speed or confidentiality in the particular transaction; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Advisor's overall responsibilities with respect to the TrustAdvisor's clients generally. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the a Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, I.E., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by from the Trust’s 's Board of Trustees. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Adviser's overall responsibilities with respect to the Trustclients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when When the Manager 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 ManagerAdviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the securities to be so purchased Fund and of those other clients for the purchase or sold in order to obtain sale of the most favorable price or lower brokerage commissions and the most efficient executionsecurity. 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 Manager 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.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. In selecting a broker-broker- dealer to execute each particular transaction, the Manager Adviser may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the each Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredoffered or as set forth below. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trustclients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the each Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when When the Manager 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 ManagerAdviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the securities to be so purchased Fund and those other clients for the purchase or sold in order to obtain sale of the most favorable price or lower brokerage commissions and the most efficient executionsecurity. 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 Manager Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of 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 Adviser shall select as provided herein. The 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 except as otherwise authorized by the Board. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for a 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 have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

Brokerage. The Manager shall be responsible In placing orders with brokers and/or dealers, the Sub-Adviser is directed at all times to seek best qualitative execution for broker-dealer selectionpurchases and sales on behalf of the Fund, and for negotiation of taking into account such factors as price (including the applicable brokerage commission ratesor dealer spread), provided that the Manager shall not direct orders to an affiliated person execution capability, financial responsibility and responsiveness of the Manager without general prior authorization to use such affiliated broker or dealer and the brokerage and research services provided by the Trust’s Board of Trusteesbroker or dealer. In selecting a brokerSub-dealer to execute each particular transaction, the Manager may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity Adviser should generally seek favorable prices and financial condition of the broker-dealer; the size of and difficulty commission rates that are reasonable in executing the order; and the value of the expected contribution of the broker-dealer relation to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredbenefits received. Subject to such policies conditions as may be imposed by the Trust's Board of Trustees of Trustees, the Trust Sub-Adviser may determine and consistent with pay commissions to brokers and/or dealers that are higher than might be charged by another qualified broker to obtain brokerage and/or research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the Manager shall not "Exchange Act")) considered by the Sub-Adviser to be deemed to have acted unlawfully useful or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused desirable in the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager an amount of commission for effecting a portfolio transaction in excess performance of the amount of commission another broker or dealer would have charged for effecting that transactionSub-Adviser's duties hereunder, if the Manager Sub-Adviser determines in good faith that such the amount of the commission was is reasonable in relation to the value of the brokerage and research services provided by such the executing broker or dealer, . The determination may be viewed in terms of either that a particular transaction or the Manager’s Sub-Adviser's overall responsibilities with respect to the TrustFund and to accounts over which Sub-Adviser exercises investment discretion. The Fund and the Sub-Adviser understand and acknowledge that, although the information may be useful to the Fund and the Sub-Adviser, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution as described above, the Sub-Adviser may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute the Fund's portfolio transactions. Subject to the same policies foregoing and legal provisionsto such conditions as may be imposed by the Adviser or the Trust's Board of Trustees and the provisions of the 1940 Act, Exchange Act, and other applicable law, nothing herein shall prohibit the Sub-Adviser from selecting brokers and/or dealers who are "affiliated persons" of the Sub-Adviser, the Manager is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers Adviser or dealers who also provide research or statistical material, or other services, to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request of the Trustees to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clientscustomers, the ManagerSub-Adviser may, to the extent permitted by applicable laws and regulations, may but shall not be obligated to, aggregate the securities to be so sold or purchased or sold in order to obtain the most favorable price or best execution and lower brokerage commissions and the most efficient executioncommissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and and, if applicable, to such other clientscustomers. If any occasion should arise in which the Sub-Adviser gives any advice to clients of Sub-Adviser concerning the shares of the Fund, Sub-Adviser will act solely as investment counsel for such client and not in any way on behalf of the Fund.

Brokerage. The Manager With respect to the Sub-Advisor’s Allocated Portion, the Sub-Advisor shall be responsible for broker-dealer selection, selection and for negotiation of brokerage commission rates, provided that the Manager shall not . The Sub-Advisor may direct orders to an affiliated person of the Manager Sub-Advisor or to any other broker-dealer who has been identified by the Advisor to the Sub-Advisor as an affiliate of any other investment manager without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees, provided that the Sub-Advisor does so in a manner consistent with the Rule 17e-1 procedures adopted by the Trust (a copy of which shall by provided by the Advisor). In selecting a broker-dealer to execute each particular transaction, the Manager Sub-Advisor may take a number of factors into consideration including, but not limited to, the following into consideration, among other relevant informationfollowing: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. When more than one firm is believed to meet these criteria, preference can be given to broker dealers providing research services to the Fund and the Sub-Advisor. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Advisor and the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934disclose in writing, the Manager Sub-Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Sub-Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Sub-Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerSub-Advisor’s overall responsibilities with respect to the TrustFund. Subject to the same policies and legal provisions, the Manager The Sub-Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Fund, the Trust, the ManagerAdvisor, or any affiliate of either, or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Manager Sub-Advisor shall determine, and the Manager Sub-Advisor shall report on such allocations, upon allocations regularly to the request of the Trustees to Advisor and the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Sub-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. On occasions when the Manager Sub-Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of other clientsthe Sub-Advisor, the ManagerSub-Advisor, 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 executionsold. 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 Manager Sub-Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take into consideration all relevant factors, including but not limited to the following into consideration, among other relevant informationfollowing: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; the dealer's risk in positioning a block of securities, the clearance, settlement, and other operational capabilities of the broker or dealer generally and in connection with securities of the type involved, the broker's or dealer's ability and willingness to commit its capital to facilitate transactions (by participating for its own account) the importance of speed or confidentiality in the particular transaction; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Advisor's overall responsibilities with respect to the TrustAdvisor's clients generally. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, I.E., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager 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 ManagerAdviser, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager 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.

Brokerage. The Manager shall be responsible In placing orders with brokers and/or dealers, the Sub-Adviser is directed at all times to seek best qualitative execution for broker-dealer selectionpurchases and sales on behalf of the Fund, and for negotiation of taking into account such factors as price (including the applicable brokerage commission ratesor dealer spread), provided that the Manager shall not direct orders to an affiliated person execution capability, financial responsibility and responsiveness of the Manager without general prior authorization to use such affiliated broker or dealer and the brokerage and research services provided by the Trust’s Board of Trusteesbroker or dealer. In selecting a brokerSub-dealer to execute each particular transaction, the Manager may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity Adviser should generally seek favorable prices and financial condition of the broker-dealer; the size of and difficulty commission rates that are reasonable in executing the order; and the value of the expected contribution of the broker-dealer relation to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredbenefits received. Subject to such policies conditions as may be imposed by the Trust's Board of Trustees of Trustees, the Trust Sub-Adviser may determine and consistent with pay commissions to brokers and/or dealers that are higher than might be charged by another qualified broker to obtain brokerage and/or research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the Manager shall not "Exchange Act")) considered by the Sub-Adviser to be deemed to have acted unlawfully useful or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused desirable in the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager an amount of commission for effecting a portfolio transaction in excess performance of the amount of commission another broker or dealer would have charged for effecting that transactionSub-Adviser's duties hereunder, if the Manager Sub-Adviser determines in good faith that such the amount of the commission was is reasonable in relation to the value of the brokerage and research services provided by such the executing broker or dealer, . The determination may be viewed in terms of either that a particular transaction or the Manager’s Sub-Adviser's overall responsibilities with respect to the TrustFund and to accounts over which the Sub-Adviser exercises investment discretion. The Fund and the Sub-Adviser understand and acknowledge that, although the information may be useful to the Fund and the Sub-Adviser, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution as described above, the Sub-Adviser may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute the Fund's portfolio transactions. Subject to the same policies foregoing and legal provisionsto such conditions as may be imposed by the Adviser or the Trust's Board of Trustees and the provisions of the 1940 Act, Exchange Act, and other applicable law, nothing herein shall prohibit the Sub-Adviser from selecting brokers and/or dealers who are "affiliated persons" of the Sub-Adviser, the Manager is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers Adviser or dealers who also provide research or statistical material, or other services, to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request of the Trustees to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clientscustomers, the ManagerSub-Adviser may, to the extent permitted by applicable laws and regulations, may but shall not be obligated to, aggregate the securities to be so sold or purchased or sold in order to obtain the most favorable price or best execution and lower brokerage commissions and the most efficient executioncommissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and and, if applicable, to such other clientscustomers. If any occasion should arise in which the Sub-Adviser gives any advice to clients of Sub-Adviser concerning the shares of the Fund, Sub-Adviser will act solely as investment counsel for such client and not in any way on behalf of the Fund.

Brokerage. The Manager shall be As delegated by the Advisor, the Sub-Advisor is responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that neither the Manager Advisor or Sub-Advisor shall not direct orders to an affiliated person of the Manager Advisor or Sub-Advisor without general prior authorization to use such affiliated broker or dealer by from the Trust’s 's Board of Trustees. The Sub-Advisor's primary consideration in effecting a securities transaction will be to seek to obtain best execution. In selecting a broker-dealer to execute each particular transaction, the Manager Sub-Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basisbrokerage and research services provided by such broker or dealer. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Sub-Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Sub-Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Sub-Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Sub-Advisor's overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager Sub-Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, the Sub-Advisor or any affiliate of eitheraffiliate. Such allocation shall be in such amounts and proportions as the Manager Sub-Advisor shall determine, and the Manager Sub-Advisor shall report on such allocations, upon allocations regularly to the request of the Trustees Advisor who shall report to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Sub-Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerSub-Advisor, 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 a more favorable price or lower brokerage commissions and the most more 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 Manager Sub-Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager shall be responsible for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager shall not direct orders to an affiliated person of Manager. The Advisor has furnished Manager with a copy of the Manager without general prior authorization to use such affiliated broker or dealer resolutions adopted by the Trust’s Board of TrusteesTrustees of the Trust pursuant to Rule 17e-1 promulgated under the Investment Company Act. Manager'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 Manager may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Advisor and the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s 's overall responsibilities with respect to the TrustManager's Allocated Portion and Manager's other clients. Subject to the same policies and legal provisions, the Manager is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either, or the Manager. Such allocation shall be in such amounts and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon allocations regularly to the request of the Trustees to Advisor and the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager deems the purchase or sale is also authorized to consider sales of a security to be in the best interest shares of the Fund as well as a factor in the selection of other clientsbrokers or dealers to execute portfolio transactions, the Manager, subject to the extent permitted by applicable laws requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and regulations, may aggregate at the best obtainable securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient executionprice. 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 Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager shall be responsible for broker-dealer selectionExcept as otherwise agreed, and for negotiation of brokerage commission ratesin writing, provided that the Manager shall not direct have discretion with respect to the placement of orders to an affiliated person for the execution of Client Accounts transactions. Orders for the execution of Client Accounts transactions will be placed with broker-dealers (or other trading venues) selected by the Manager without general prior authorization (collectively "Brokers"), consistent with the Manager's duty to use seek to obtain best execution of such affiliated broker or dealer by the Trust’s Board of Trusteestransactions. In selecting a broker-dealer seeking to execute each particular transactionobtain best execution for Client Accounts transactions, the Manager may consider the quality and reliability of the brokerage or execution services, as well as research and investment information or other services offered or provided by such Brokers. The Manager's selection of a Broker for Client Accounts transactions may also take the following into considerationaccount, among other things, such relevant informationfactors as: the best net price availableprice; the reliabilityBroker's facilities, integrity reliability and financial condition responsibility; when relevant, the ability of the broker-dealer; the Broker to effect specific transactions, particularly with regard to such aspects as timing, order size and execution of and difficulty in executing the order; the Broker's recordkeeping capabilities; research and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution brokerage services offered. Subject to such policies as the Board of Trustees of the Trust may determine and ("Soft Dollar Items") acquired consistent with the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended (the "Safe Harbor"); and commission rates. While the Manager shall considers commission rates as a factor in selecting Brokers, the Manager will not be deemed obligated to have acted unlawfully seek, in advance, competitive bidding for the most favorable rate applicable to any particular transaction or to have breached select any duty created by this Agreement or otherwise solely by reason Broker on the basis of its having caused posted commission rate. Rather, in the Fund Manager's discretion, as consistent with (as applicable) the Safe Harbor and other law and guidance, the Manager may cause the Client Accounts to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager an amount of Broker a commission for effecting a portfolio transaction in excess of the amount of commission or rate another broker or dealer Broker would have charged for effecting that transaction, if transaction when the Manager determines concludes, in good faith faith, that such amount of the commission was paid is reasonable in relation to the quality of the execution, or the value of the brokerage and research services Soft Dollar Items provided by such broker or dealerthe Broker to the Manager, viewed in terms of either that the particular transaction or the Manager’s 's overall responsibilities with respect to the Trust. Subject to accounts (including the same policies and legal provisions, Client Accounts) over which the Manager is further authorized exercises discretionary authority. The Client understands and agrees that Soft Dollar Items are expected to allocate enhance the orders placed by it Manager's general asset management capabilities and assist the Manager in performing relevant responsibilities on behalf of all such accounts. As a result, there may be circumstances where transactions on behalf of the Fund Client Accounts contribute to the acquisition of a Soft Dollar Item that does not benefit the Client Accounts. The Client further understands and agrees that in no event will the Manager be obligated to place or effect an order on the Client's behalf if the Manager believes doing so would violate any applicable law, rule or regulation. In any case in which investment decisions are made by a Sub-Adviser, all trades to buy and sell securities will be executed in accordance with the brokerage execution policies of such Sub-Adviser. While the Manager will oversee the quality of execution obtained for Client's account, the Manager will not control the selection of brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request of the Trustees to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Manager, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientscommission paid.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Funds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the a Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Adviser deems the purchase or sale of a security to be in the best interest of the a Fund as well as of other clients, the ManagerAdviser, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of TrusteesDirectors. The Adviser's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio fund execution services offered. Subject to such policies as the Board of Trustees of the Trust Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio fund transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Adviser's overall responsibilities with respect to the TrustFund. Subject to the same policies and legal provisions, the Manager The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the TrustFund, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the TrustFund, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Adviser is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute fund 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 Manager Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients (to the extent that the Adviser may, in the future, have other clients), the ManagerAdviser, to the extent permitted by applicable laws and regulations, may 2 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager 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.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders order to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Advisor's overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefortherefore. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of Trustees. In selecting a broker-broker- dealer to execute each particular transaction, the Manager Adviser may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the each Fund on a continuing basis. The price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredoffered or as set forth below. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trustclients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the each Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when When the Manager 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 ManagerAdviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the securities to be so purchased Fund and those other clients for the purchase or sold in order to obtain sale of the most favorable price or lower brokerage commissions and the most efficient executionsecurity. 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 Manager Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of 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 Adviser shall select as provided herein. The Adviser shall cause all securities and other property purchased or sold for a Fund to be settled at the place of business of

Brokerage. The Manager Where the Adviser has delegated discretionary authority to a Sub-Adviser, the Sub-Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager trade execution. The Adviser shall not direct orders to an affiliated person of the Manager without general prior authorization to use oversee such affiliated broker or dealer by the Trust’s Board of Trusteesactivities and monitor execution. In selecting a broker-dealer to execute each particular transaction, the Manager Sub-Adviser may take the following factors, among others, into consideration, among other relevant information: the best net price available; the reliability, integrity integrity, and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction transaction, or the ManagerAdviser’s overall responsibilities with respect to the Trustclients for which it exercises investment discretion. Subject to the same policies and legal provisions, the Manager The Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, a Sub-Adviser or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of allocations to the Trustees to the Trustas required, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when When the Manager 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 ManagerSub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate orders of the securities to be so purchased Fund and those other clients for the purchase or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient executionsale of such security. In such an event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of the Fund and to execute for the Fund as its agent and attorney-in-fact such agreements with such brokers or dealers as the Adviser shall select as provided herein. The Adviser shall cause or direct, as applicable, all securities and other property purchased or sold for the Fund to be settled and delivered at the place of business of the Fund’s Custodian (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 (or any eligible foreign custodian) except as otherwise authorized by the Board, provided that, where discretionary portfolio management authority has been delegated to a Sub-Adviser, such authority shall be exercised exclusively by the Sub-Adviser pursuant to the applicable sub-advisory agreement. The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for the Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust or the Board from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property, or pay cash to the Adviser, except as expressly provided herein. Notwithstanding the foregoing, the Adviser shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of the shares of the Fund, nor shall the Adviser be deemed under this Agreement to have assumed or have any responsibility with respect to functions specifically assumed by any administrator, transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Trust to perform such functions.

Brokerage. The Manager shall be responsible Sub-Advisor will place orders pursuant to the Sub Advisor's investment determinations for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager shall not direct orders to a Fund either directly with an affiliated person of the Manager without general prior authorization to use such affiliated issuer or with any broker or dealer selected by the Trust’s Board of TrusteesSub-Advisor. In executing portfolio transactions and selecting brokers or dealers, the Sub-Advisor will use its best efforts to seek, on behalf of a broker-dealer to execute each particular Fund, the best overall execution available. In assessing the best overall terms available for any transaction, the Manager may take Sub Advisor shall consider all factors that it deems relevant, including the following into considerationbreadth of the market in the security, among other relevant information: the best net price available; of the reliabilitysecurity, integrity and the financial condition and execution capability of the broker-broker or dealer; the size of and difficulty in executing the order; , and the value reasonableness of the expected contribution of commission, if any, both for the broker-dealer to the investment performance of the Fund specific transaction and on a continuing basis. The price In evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Fund Sub-Advisor may also consider the brokerage and research services (as those terms are defined in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Manager shall not be deemed "1934 Act")) provided to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund and/or other accounts over which the Fund Sub-Advisor may exercise investment discretion. The Sub-Advisor is authorized to pay to a broker or dealer that who provides (directly or indirectly) such brokerage or and research services to the Manager an amount of a commission for effecting executing a portfolio transaction for any of the Funds that is in excess of the amount of commission another broker or dealer would have charged for effecting that transactiontransaction if, if but only if, the Manager Sub-Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or in terms of the Manager’s overall responsibilities with respect of the Sub-Advisor to a Fund. Such authorization is subject to termination at any time by the Advisor or by the Board of Trustees of the Trust for any reason. Under no circumstances will the Sub-Advisor compensate a broker or dealer for any promotion or sale of Fund shares, or the promotion of the AssetMark Inc. investment platform, by directing to the Trust. Subject to the same policies and legal provisions, the Manager is further authorized to allocate the orders placed by it broker or dealer: (i) portfolio securities transactions on behalf of the Fund; or (ii) any remuneration, including but not limited to any commission, mark-up, mark down, or other fee (or portion thereof) received or to be received from such portfolio transactions effected through any other broker (including a government securities broker) or dealer (including a municipal securities dealer or a government securities dealer). The Sub-Advisor may direct the Fund's portfolio securities transactions to a broker or dealer that promotes or sells Fund shares only as permitted by the provisions of the 1940 Act (and the rules thereunder) and the policies and procedures adopted the Trust, as amended from time to time. The Advisor will provide the Sub-Advisor with a copy of such policies and procedures and any amendments thereto. In addition, the Sub-Advisor is authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers who also provide research or statistical materialthat are affiliated with the Advisor, the Sub-Advisor, the Trust's principal underwriter, or other services, sub-advisors (if applicable) if the Sub-Advisor believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms and provided that the transactions are consistent with the Trust Compliance Procedures. The Advisor will identify in writing all brokers and dealers affiliated with the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager shall determineAdvisor, and the Manager shall report on Trust's principal underwriter to the extent such allocations, upon information is necessary for the request Sub-Advisor to comply with applicable federal securities laws. In connection with its management of the Trustees Sub-Advisor Assets and consistent with its fiduciary obligation to the Trust, indicating the broker-dealers to whom such allocations have been made Trust and the basis therefor. On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the ManagerSub-Advisor, to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate the securities or futures contracts to be so sold or purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Sub-Advisor in the manner it the Sub-Advisor considers to be be, over time, the most equitable and consistent with its fiduciary obligations to the Fund Sub-Advisor Assets and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders order to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s 's Board of Trustees. The Advisor's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s Advisor's overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also alsO provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, e. that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of one or more of the Fund as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients.

Brokerage. The Manager Sub-Adviser is responsible for decisions to buy and sell securities for the Fund and shall be effect individual orders for the purchase and sale of Allocated Assets for the Fund. The Sub- Adviser is responsible for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Sub-Adviser shall not direct orders an order to an affiliated person of the Manager Adviser or Sub-Adviser without general prior authorization to use such affiliated broker or dealer by from the Trust’s Board of TrusteesChief Compliance Officer. In A primary consideration for the Sub-Adviser in effecting a securities transaction will be execution at the most favorable price. However, in selecting a broker-broker- dealer to execute each particular transaction, the Manager Sub-Adviser may take the following into considerationfollowing, among other relevant informationthings, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The execution price to the Fund in any of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 Act, the Manager Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Sub-Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Sub- Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerSub-Adviser’s overall responsibilities with respect to the TrustFund. Subject to the same policies and legal provisions, the Manager Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, services to the Trust, the Manager, Adviser or any affiliate of eitheraffiliated person thereof. Such allocation shall be in such amounts and proportions as the Manager Sub-Adviser shall determine, and the Manager Sub-Adviser shall report on such allocations, upon allocations regularly to the request of the Trustees Adviser who shall report to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when If the Manager 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 ManagerSub-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 expenses expense incurred in the transaction, will be made by the Manager Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsclients in accordance with the Sub-Adviser’s Allocation and Aggregation Policy. The 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 have authority to cause the Custodian to deliver securities and other property or pay cash to the Sub-Adviser except as expressly provided herein.

Brokerage. The Manager shall be responsible for broker-dealer selection, and for negotiation of brokerage commission rates, provided that Company hereby delegates to the Manager shall not direct orders sole and exclusive authority to designate the brokers or dealers through whom all purchases and sales on behalf of the Account will be made. Consistent with applicable law, such brokers or dealers may include ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇ ▇▇▇▇▇ International and any other firm that may be presumed an affiliated person affiliate of the Manager without general prior authorization ("Affiliated Broker-Dealers"), and to use such affiliated broker or dealer by the Trust’s Board of Trustees. In selecting a broker-dealer to execute each particular transactionextent that, consistent with applicable law, the Manager may take effect transactions with or through its Affiliated Broker-Dealers, the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer Manager is authorized to the investment performance of the Fund on a continuing basisdo so. The price to Company understands in such instances that such Affiliated Broker-Dealers may retain commissions in connection with effecting any transactions for the Fund in any transaction may Account. Such commissions and bid/offer spreads shall not be less favorable to the Company than those offered by ▇▇▇▇▇▇▇ ▇▇▇▇▇ International to similar clients with different investment magagers. The Manager will determine the rate or rates, if any, to be paid for brokerage services provided to the Account. The Manager agrees that available from another broker-dealer if securities are to be purchased through such brokers as, in the difference is reasonably justified Manager's best judgment, shall offer the best combination of price and execution. The Manager, in seeking to obtain best execution of portfolio transactions for the Account, may consider the quality and reliability of brokerage services, as well as research and investment information and other services provided by other aspects of the portfolio execution services offeredbrokers or dealers. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934Accordingly, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason Manager's selection of its having caused the Fund to pay a broker or dealer that provides for transactions for the Account may take into account such relevant factors as (directly i) price, (ii) the broker's or indirectlydealer's facilities, reliability and financial responsibility, (iii) brokerage or research services to when relevant, the Manager an amount of commission for effecting a portfolio transaction in excess ability of the amount of commission another broker or dealer would have charged for effecting that transactionto effect securities transactions, if the Manager determines in good faith that particularly with regard to such amount of commission was reasonable in relation to the value aspects as timing, order size and execution of the brokerage order, (iv) the broker's or dealer's recordkeeping capabilities and (v) the research and other services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect dealer to the Trust. Subject Manager which are expected to enhance its general portfolio management capabilities (collectively, "Research"), notwithstanding that the same policies and legal provisions, the Manager is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Manager, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager shall determine, and the Manager shall report on such allocations, upon the request of the Trustees to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Manager, to the extent permitted by applicable laws and regulations, Account 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to not be the most equitable and consistent with its fiduciary obligations to the Fund and to exclusive beneficiary of such other clientsResearch.

Brokerage. The Manager With respect to Sub-Advisor’s Allocated Portion, SubAdvisor shall be responsible for broker-dealer selection, selection and for negotiation of brokerage commission rates, provided that the Manager Sub-Advisor shall not direct orders to an affiliated person of the Manager Sub-Advisor or to any other broker-dealer who has been identified to the Sub-Advisor as an affiliate of any other investment manager without general prior authorization to use such affiliated broker or dealer by the Trust’s Board of Trustees. Sub-Advisor’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Sub-Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Advisor and the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Sub-Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager SubAdvisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager SubAdvisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerSub-Advisor’s or Advisor’s overall responsibilities with respect to the TrustFund. Subject to the same policies and legal provisions, the Manager Sub-Advisor is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either, or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Manager Sub-Advisor shall determine, and the Manager SubAdvisor shall report on such allocations, upon allocations regularly to the request of the Trustees to Advisor and the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Sub-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 Manager Sub-Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of other clientsSub-Advisor, the ManagerSub-Advisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Sub-Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Brokerage. The Manager Adviser shall be responsible for decisions to buy and sell securities for the Funds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Adviser shall not direct orders to an affiliated person of the Manager Adviser without general prior authorization to use such affiliated broker or dealer by for the Trust’s Board of Trustees. The Adviser’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Adviser may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the each Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Manager Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdviser’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Adviser shall determine, and the Manager Adviser shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Manager Adviser deems the purchase or sale of a security to be in the best interest of the Fund Funds as well as of other clients, the ManagerAdviser, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients.

Brokerage. The Manager Advisor shall be responsible for decisions to buy and sell securities for the Funds, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Manager Advisor shall not direct orders order to an affiliated person of the Manager Advisor without general prior authorization to use such affiliated broker or dealer by for the Trust’s Board of Trustees. The Advisor’s primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Manager Advisor may take the following into consideration, among other relevant information: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Funds on a continuing basis. The price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934determine, the Manager Advisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Funds to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Manager Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the ManagerAdvisor’s overall responsibilities with respect to the Trust. Subject to the same policies and legal provisions, the Manager The Advisor is further authorized to allocate the orders placed by it on behalf of the Fund Funds to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the ManagerAdvisor, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Manager Advisor shall determine, and the Manager Advisor shall report on such allocations, upon the request of the Trustees allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Manager Advisor deems the purchase or sale of a security to be in the best interest of the Fund Funds as well as of other clients, the ManagerAdvisor, 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, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Funds and to such other clients.