Common use of Fund Transactions Clause in Contracts

Fund Transactions. In connection with purchases and sales of portfolio securities for the account of the Fund, neither the Sub-Adviser nor any of its partners, officers or employees shall act as principal, except as otherwise permitted by the 1940 Act. The Sub-Adviser or its agents shall arrange for the placing of orders for the purchase and sale of portfolio securities and other instruments for the Fund’s account either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or other party (including affiliates of the Investment Manager and the Sub-Adviser) selected by the Sub-Adviser. In the selection of such brokers or dealers (including affiliates of the Investment Manager and the Sub-Adviser) and the placing of such orders the Sub-Adviser is directed at all times to seek for the Fund the most favorable execution and net price available. It is also understood that it may be desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses that are consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and are provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to such conditions and limitations as may be established by the Investment Manager from time to time, if any, the Sub-Adviser is authorized to consider such services provided to the Fund and other accounts over which the Sub-Adviser or any of its affiliates exercises investment discretion and to place orders for the purchase and sale of securities for the Fund with such brokers, if the Sub-Adviser determines in good faith that the amount of commissions for executing such portfolio transactions is reasonable in relation to the value of the brokerage and research services provided by such brokers, subject to review by the Investment Manager and the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients. The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as its other clients, aggregate, to the extent permitted by applicable laws, rules and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its obligations to the Fund and to such other clients. The Board may adopt policies and procedures that modify and/or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. Notwithstanding the foregoing, the Sub-Adviser may execute, or cause to be executed, portfolio investment transactions with affiliates of the Investment Manager or the Sub-Adviser only to the extent that the Sub-Adviser maintains compliance procedures and operational processes with respect to such affiliated transactions that are reasonably designed to ensure the Fund’s compliance with the Board/Investment Manager Procedures, the Registration Statement and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate or desirable in performing its duties under this Agreement.

Fund Transactions. In connection with purchases The Subadviser is responsible for decisions to buy or sell securities, futures or other options and sales of portfolio securities other investments for the account assets of the FundFEFA, neither the Subselection of broker-Adviser nor any of its partners, officers or employees shall act as principal, except as otherwise permitted by the 1940 Act. The Sub-Adviser or its agents shall arrange for the placing of orders for the purchase dealers and sale of portfolio securities and other instruments for the Fund’s account either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or other party (including affiliates merchants, and negotiation of the Investment Manager brokerage commission and the Sub-Adviser) selected by the Sub-Adviserfutures commission merchants’ rates. In providing FEFA with investment management, it is recognized that the selection of such brokers or dealers (including affiliates of the Investment Manager and the Sub-Adviser) and the placing of such orders the Sub-Adviser is directed at all times Subadviser will give primary consideration to seek for the Fund securing the most favorable execution prices and net price availableefficient executions. Consistent with this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers, dealers or futures commission merchants who may effect or be a party to any such transaction or other transactions to which other clients of the Subadviser may be a party. It is understood that none of the Trust, the Adviser nor the Subadviser has adopted a formula for allocation of the FEFA’s investment business. It is also understood that it may be is desirable for the Fund FEFA that the Sub-Adviser Subadviser have access to supplemental investment and market research and security and economic analyses that are consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and are analysis provided by brokers or futures commission merchants who may execute brokerage transactions at a higher cost to the Fund Trust and FEFA than may result when allocating brokerage to other brokers or futures commission merchants on the basis of seeking the most favorable price prices and efficient executionexecutions. Therefore, subject to such conditions and limitations as may be established by the Investment Manager from time to time, if any, the Sub-Adviser Subadviser is authorized to consider such services provided to the Fund and other accounts over which the Sub-Adviser or any of its affiliates exercises investment discretion and to place orders for the purchase and sale of securities or futures for the Fund FEFA with such brokersbrokers or futures commission merchants, subject to review by the Adviser and the Trust’s Board of Trustees, from time to time, with respect to the extent and continuation of this practice, and in accordance with any applicable policies or procedures as may be adopted by the Trust’s Board of Trustees or the Adviser from time to time as to which the Subadviser has prior written notice. The Subadviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused FEFA to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines Subadviser determined in good faith that the such amount of commissions for executing such portfolio transactions is commission was reasonable in relation to the value of the brokerage and research services provided by such brokersbroker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to the clients of the Subadviser as to which the Subadviser exercises investment discretion. The Adviser recognizes that all research services and research that the Subadviser receives are available for all clients of the Subadviser, subject and that FEFA and other clients of the Subadviser may benefit thereby. The Subadviser will promptly communicate to review by the Investment Manager Adviser and to the Trust’s officers and Board of Trustees of the Trust such information relating to FEFA transactions as they may reasonably request. To the extent consistent with applicable law and with any applicable policies or procedures adopted by the Board of Trustees of the Trust or the Adviser from time to time with respect as to which the extent and continuation of this practice. It is understood that Subadviser has prior written notice, the services provided by such brokers Subadviser may be useful to the Sub-Adviser in connection with its services to other clients. The Sub-Adviser may, on occasions when it deems the aggregate purchase or sale sell orders for FEFA with contemporaneous purchase or sell orders of a security to be in the best interests other clients of the Fund as well as Subadviser or its other clients, aggregate, to the extent permitted by applicable laws, rules and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable executionaffiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall will be made by the Sub-Adviser Subadviser in the manner it considers the Subadviser determines to be the most equitable and consistent with its and its affiliates’ fiduciary obligations to the Fund FEFA and to such other clients. The Board Adviser hereby acknowledges that such aggregation of orders may adopt policies and procedures that modify and/or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. Notwithstanding the foregoing, the Sub-Adviser may execute, not result in more favorable pricing or cause to be executed, portfolio investment transactions with affiliates of the Investment Manager or the Sub-Adviser only to the extent that the Sub-Adviser maintains compliance procedures and operational processes with respect to such affiliated transactions that are reasonably designed to ensure the Fund’s compliance with the Board/Investment Manager Procedures, the Registration Statement and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser may execute on behalf of the Fund certain agreements, instruments and documents lower brokerage commissions in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate or desirable in performing its duties under this Agreementall instances.

Fund Transactions. In connection with purchases and sales of portfolio securities Investment decisions for the account of the Fund, neither Fund shall be made by the Sub-Adviser nor independently from those for any other investment companies and accounts advised or managed by the Sub-Adviser. The Fund and such investment companies and accounts may, however, invest in the same securities. When the Sub-Adviser seeks to purchase or sell the same security at substantially the same time on behalf of its partnersthe Fund and/or another investment company or account, officers or employees shall act as principalthe Sub-Adviser shall, except as otherwise to the extent permitted by law and to the 1940 Actextent reasonably practicable, aggregate such orders or otherwise effect such transaction on an average price basis, and available investments will be allocated as to amount in a manner which the Sub-Adviser believes to be equitable to the Fund and such other investment company or account. In some instances, this investment procedure may adversely affect the price paid or received by the Fund or the size of the position obtained or sold by the Fund. To the extent permitted by law, the Sub-Adviser may aggregate the securities to be sold or purchased for the Fund with those to be sold or purchased for other investment companies or accounts in order to obtain best execution on an overall basis for all the Sub-Adviser’s clients. The Sub-Adviser or its agents shall arrange for the placing of may place orders for the purchase and sale of portfolio securities and other instruments for the Fund through the Adviser or may directly solicit broker-dealers to execute transactions in accordance with the Fund’s account policies and restrictions regarding brokerage allocations. If applicable, the Sub-Adviser shall place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or other party (including affiliates of the Investment Manager . If it executes portfolio transactions and the Sub-Adviser) selected by the Sub-Adviser. In the selection of such selects brokers or dealers (including affiliates of the Investment Manager and the Sub-Adviser) and the placing of such orders dealers, the Sub-Adviser is directed at all times shall use its reasonable best efforts to seek for the Fund the most favorable execution and net price available. It is also understood that it may be desirable for the Fund that of orders, after taking into account all factors the Sub-Adviser have access deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, the Sub-Adviser may, to supplemental investment the extent permitted by law, purchase and market sell portfolio securities to and from brokers and dealers who provide brokerage and/or research and security and economic analyses that are consistent with services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended () to or for the “1934 Act”), and are provided by brokers who may execute brokerage transactions at a higher cost to benefit of the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to such conditions and limitations as may be established by the Investment Manager from time to time, if any, the Sub-Adviser is authorized to consider such services provided to the Fund and and/or other accounts over which the Sub-Adviser or any of its affiliates exercises investment discretion and discretion. The Sub-Adviser is authorized to place orders pay to a broker or dealer who provides such brokerage and/or research services a commission for the purchase and sale of securities executing a portfolio transaction for the Fund with such brokers, which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that the amount of commissions for executing such portfolio transactions is commission was reasonable in relation to the value of the brokerage and and/or research services provided by such brokersbroker or dealer, subject to review by the Investment Manager and the Trust’s Board viewed in terms of Trustees from time to time with respect to the extent and continuation of this practice. It is understood either that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients. The Sub-Adviser may, on occasions when it deems the purchase particular transaction or sale of a security to be in the best interests of the Fund as well as its other clients, aggregate, to the extent permitted by applicable laws, rules and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its obligations to the Fund and to such other clients. The Board may adopt policies and procedures that modify and/or restrict the Sub-Adviser’s authority regarding the execution of overall responsibilities to the Fund’s . In no instance will portfolio transactions provided herein. Notwithstanding securities be purchased from or sold to the foregoing, the Sub-Adviser may execute, or cause to be executed, portfolio investment transactions with affiliates of the Investment Manager or the Sub-Adviser only to the extent that the Sub-Adviser maintains compliance procedures or any affiliated person of either thereof; except as permitted by Rules and operational processes with respect to such affiliated transactions that are reasonably designed to ensure the Fund’s compliance with the Board/Investment Manager Procedures, the Registration Statement and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser may execute on behalf Regulations of the Fund certain agreements, instruments Securities and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate or desirable in performing its duties under this AgreementExchange Commission.

Fund Transactions. Sub-Adviser is authorized to select the brokers or dealers (including, to the extent permitted by law and applicable Trust guidelines, Sub-Adviser or any of its affiliates), electronic or other trading systems and to place orders directly with issuers of securities. Sub-Adviser may open and maintain brokerage accounts of all types on behalf of and in the name of the Fund. Sub-Adviser may enter into standard customer agreements with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Sub-Advisor deems desirable or appropriate. In connection with purchases and sales of portfolio securities for the account selecting brokers or dealers to execute transactions on behalf of the Fund, neither the Sub-Adviser nor is directed to use its best efforts to seek to obtain the best overall terms available, as described in the Trust’s current registration statement, as amended from time to time. In assessing the best overall terms available for any Fund transaction, Sub-Adviser will consider all factors it deems relevant, including, but not limited to, the breadth of its partnersthe market in the security, officers the price of the security, the financial condition and execution capability of the broker or employees shall act dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting broker-dealers to execute a particular transaction, and in evaluating the best overall terms available, Sub-Adviser is authorized to consider the brokerage and research services (as principalthose terms are defined in Section 28(e) of the Securities Exchange Act of 1934, except as otherwise permitted by amended (“1934 Act”)) provided to the 1940 Act. The Fund and/or other Funds and accounts over which the Sub-Adviser or its agents shall arrange for the placing of orders for the purchase and sale of portfolio securities and other instruments for the Fund’s account either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or other party (including affiliates of the Investment Manager and the Sub-Adviser) selected by the Sub-Adviserexercise investment discretion. In the selection of such brokers or dealers (including affiliates of the Investment Manager and the Sub-Adviser) and the placing of such orders the Sub-Adviser is directed at all times to seek for the Fund the most favorable execution and net price available. It is also understood The parties hereto acknowledge that it may be is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses that are consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and are analysis provided by brokers broker-dealers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to such conditions and limitations as may be established by the Investment Manager from time to time, if any, the Sub-Adviser is authorized to consider such services provided to may cause the Fund to pay a broker-dealer that furnishes brokerage and other accounts over research services a higher commission than that which might be charged by another broker-dealer for effecting the Sub-Adviser or any of its affiliates exercises investment discretion and to place orders for the purchase and sale of securities for the Fund with such brokerssame transaction, if the provided that Sub-Adviser determines in good faith that the amount of commissions for executing such portfolio transactions commission is reasonable in relation to the value of the brokerage and research services provided by such brokersbroker-dealer, subject to review by viewed in terms of either the Investment Manager and particular transaction or the Trust’s Board overall responsibilities of Trustees from time to time with respect Sub-Adviser to the extent and continuation of this practiceFund. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its the Sub-Advisor’s services to other clients. The Sub-Adviser may, on occasions when it deems but shall not be obligated to, aggregate or bunch orders for the purchase or sale of a security to be in the best interests of securities for the Fund as well as with orders for its other clientsclients and accounts where: (A) such aggregation or bunching of order is not inconsistent with the Fund’s investment objectives, aggregatepolicies and procedures, to (B) the extent permitted by applicable laws, rules and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the any such transaction, shall be made by the Sub-Adviser in a manner that is fair and equitable in the manner it considers to judgment of Sub-Adviser, and (C) Sub-Adviser shall be the most equitable and consistent with cognizant of its fiduciary obligations to the Fund and to each of its other clients and shall enter into such other clientstransactions only where the rights of each client are considered and protected. The Board may adopt policies and procedures that modify and/or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. Notwithstanding the foregoing, the Sub-Adviser may execute, or cause will promptly communicate to be executed, portfolio investment transactions with affiliates the Adviser and to the officers and the Trustees of the Investment Manager or the Sub-Adviser only Trust such information relating to the extent that the Sub-Adviser maintains compliance procedures and operational processes with respect to such affiliated transactions that are reasonably designed to ensure the Fund’s compliance with the Board/Investment Manager Procedures, the Registration Statement and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser transactions as they may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate or desirable in performing its duties under this Agreementrequest.

Fund Transactions. Sub-Adviser is authorized to select the brokers or dealers (including, to the extent permitted by law and applicable Trust guidelines, Sub-Adviser or any of its affiliates), electronic or other trading systems and to place orders directly with issuers of securities. Sub-Adviser may open and maintain brokerage accounts of all types on behalf of and in the name of the Fund. Sub-Adviser may enter into standard customer agreements with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Sub-Advisor deems desirable or appropriate. In connection with purchases and sales of portfolio securities for the account selecting brokers or dealers to execute transactions on behalf of the Fund, neither the Sub-Adviser nor is directed to use its best efforts to seek to obtain the best overall terms available, as described in the Trust’s current registration statement, as amended from time to time. In assessing the best overall terms available for any Fund transaction, Sub-Adviser will consider all factors it deems relevant, including, but not limited to, the breadth of its partnersthe market in the security, officers the price of the security, the financial condition and execution capability of the broker or employees shall act dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting broker-dealers to execute a particular transaction, and in evaluating the best overall terms available, Sub-Adviser is authorized to consider the brokerage and research services (as principalthose terms are defined in Section 28(e) of the Securities Exchange Act of 1934, except as otherwise permitted by amended (“1934 Act”)) provided to the 1940 Act. The Fund and/or other funds and accounts over which the Sub-Adviser or its agents shall arrange for the placing of orders for the purchase and sale of portfolio securities and other instruments for the Fund’s account either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or other party (including affiliates of the Investment Manager and the Sub-Adviser) selected by the Sub-Adviserexercise investment discretion. In the selection of such brokers or dealers (including affiliates of the Investment Manager and the Sub-Adviser) and the placing of such orders the Sub-Adviser is directed at all times to seek for the Fund the most favorable execution and net price available. It is also understood The parties hereto acknowledge that it may be is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses that are consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and are analysis provided by brokers broker-dealers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to such conditions and limitations as may be established by the Investment Manager from time to time, if any, the Sub-Adviser is authorized to consider such services provided to may cause the Fund to pay a broker-dealer that furnishes brokerage and other accounts over research services a higher commission than that which might be charged by another broker-dealer for effecting the Sub-Adviser or any of its affiliates exercises investment discretion and to place orders for the purchase and sale of securities for the Fund with such brokerssame transaction, if the provided that Sub-Adviser determines in good faith that the amount of commissions for executing such portfolio transactions commission is reasonable in relation to the value of the brokerage and research services provided by such brokersbroker-dealer, subject to review by viewed in terms of either the Investment Manager and particular transaction or the Trust’s Board overall responsibilities of Trustees from time to time with respect Sub-Adviser to the extent and continuation of this practiceFund. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its the Sub-Advisor’s services to other clients. The Sub-Adviser may, on occasions when it deems but shall not be obligated to, aggregate or bunch orders for the purchase or sale of a security to be in the best interests of securities for the Fund as well as with orders for its other clientsclients and accounts where: (A) such aggregation or bunching of order is not inconsistent with the Fund’s investment objectives, aggregatepolicies and procedures, to (B) the extent permitted by applicable laws, rules and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the any such transaction, shall be made by the Sub-Adviser in a manner that is fair and equitable in the manner it considers to judgment of Sub-Adviser, and (C) Sub-Adviser shall be the most equitable and consistent with cognizant of its fiduciary obligations to the Fund and to each of its other clients and shall enter into such other clientstransactions only where the rights of each client are considered and protected. The Board may adopt policies and procedures that modify and/or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. Notwithstanding the foregoing, the Sub-Adviser may execute, or cause will promptly communicate to be executed, portfolio investment transactions with affiliates the Adviser and to the officers and the Trustees of the Investment Manager or the Sub-Adviser only Trust such information relating to the extent that the Sub-Adviser maintains compliance procedures and operational processes with respect to such affiliated transactions that are reasonably designed to ensure the Fund’s compliance with the Board/Investment Manager Procedures, the Registration Statement and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser transactions as they may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate or desirable in performing its duties under this Agreementrequest.

Fund Transactions. In connection with Adviser is authorized to select the brokers or dealers that will execute purchases and sales of portfolio securities for the account Fund and is directed to use commercially reasonable efforts to obtain the best net results as described in the Trust’s currently effective prospectus and statement of additional information. In evaluating the Fundbest overall terms available, neither and in selecting the Sub-Adviser nor any of its partners, officers or employees shall act as principal, except as otherwise permitted by the 1940 Act. The Sub-Adviser or its agents shall arrange for the placing of orders for the purchase and sale of portfolio securities and other instruments for the Fund’s account either directly with the issuer or with any broker or dealerdealer to execute a particular transaction, foreign currency dealer, futures commission merchant or other party the Adviser may also consider the brokerage and research services (including affiliates of the Investment Manager and the Sub-Adviser) selected by the Sub-Adviser. In the selection of such brokers or dealers (including affiliates of the Investment Manager and the Sub-Adviser) and the placing of such orders the Sub-Adviser is directed at all times to seek for the Fund the most favorable execution and net price available. It is also understood that it may be desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses that as those terms are consistent with defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and are ) provided by brokers who may execute brokerage transactions at a higher cost to the Fund than and/or other accounts over which Adviser may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient executionexercise investment discretion. Therefore, subject to such conditions and limitations as may be established by the Investment Manager from time to time, if any, the Sub-Adviser is authorized to consider pay to a broker or dealer who provides such brokerage and research services provided to the Fund and other accounts over which the Sub-Adviser or any of its affiliates exercises investment discretion and to place orders a commission for the purchase and sale of securities executing a portfolio transaction for the Fund with such brokersthat is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, if but only if, the Sub-Adviser determines in good faith that the amount of commissions for executing such portfolio transactions is commission was reasonable in relation to the value of the brokerage and research services provided by such brokersbroker or dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Adviser to the Fund. Such authorization is subject to review termination at any time by the Investment Manager and the Trust’s Board of Trustees from time to time with respect to of the extent and continuation of this practiceTrust for any reason. It is understood that the services provided by such brokers may be useful to the Sub-When Adviser in connection with its services to other clients. The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests interest of the Fund as well as its other clientsclients of Adviser, aggregateAdviser, to the extent permitted by applicable laws, rules laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best net price results of lower brokerage commissions and the most favorable efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Adviser in the manner it Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. The Board may adopt policies and procedures that modify and/or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. Notwithstanding the foregoingFurther, the Sub-Trust has adopted procedures pursuant to Rules 17(a) and 17(e) under the Act relating to transactions among a Fund and affiliated person thereof (Rule 17(a)), and transactions between a Fund and an affiliated broker or dealer (Rule 17(e)). Adviser may executeshall at all times conduct its activities in compliance with such procedures as provided to it by the Trust. The Trust will identify all brokers and dealers affiliated with the Trust and the Trust’s principal underwriter, or cause other than those whose sole business is the distribution of mutual fund shares, who effect securities transactions for customers. The Trust shall promptly furnish a written notice to be executed, portfolio investment transactions with affiliates Adviser if the information so provided is no longer accurate. Adviser shall prepare a report at the end of the Investment Manager or the Sub-Adviser only to the extent that the Sub-Adviser maintains compliance procedures and operational processes with respect to such affiliated transactions that are reasonably designed to ensure the Fundeach fiscal quarter reporting on Adviser’s compliance with such procedures and setting forth in reasonable detail any transactions which were in violation of such procedures. Adviser will promptly communicate to the Board/Investment Manager Procedures, the Registration Statement officers and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser may execute on behalf trustees of the Trust such other information relating to Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These transactions as they may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate or desirable in performing its duties under this Agreementrequest.

Fund Transactions. In connection with purchases and sales of portfolio securities for the account of the Fund, neither the A. Sub-Adviser nor any of its partners, officers or employees shall act as principal, except as otherwise permitted by the 1940 Act. The Sub-Adviser or its agents adviser shall arrange for the placing execution of all orders for the purchase and sale of portfolio securities and other instruments investments for the Fund’s account either directly and will exercise full discretion and act for the Company in the same manner and with the issuer same force and effect as the Company might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. Sub-adviser agrees that, in executing Fund transactions and selecting brokers or dealers, if any, it shall use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in and the price of the security, the financial condition and execution capability of the broker or dealer, foreign currency dealer, futures commission merchant or other party (including affiliates and the reasonableness of the Investment Manager commission, if any, with respect to the specific transaction and on a continuing basis. It is understood that none of the Funds, the Company, the Adviser nor the Sub-Adviser) selected by the Sub-Adviser. In the selection adviser has adopted a formula for allocation of such brokers or dealers (including affiliates of the Investment Manager and the Sub-Adviser) and the placing of such orders the Sub-Adviser is directed at all times to seek for the Fund the most favorable execution and net price availablea Fund’s investment transaction business. It is also understood that it may be is desirable for the each Fund that the Sub-Adviser adviser have access to supplemental investment and market research and security and economic analyses that are consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and are provided by certain brokers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to such conditions in evaluating the best overall terms available, and limitations as may be established by in selecting the Investment Manager from time to timebroker or dealer, if any, the to execute a particular transaction, Sub-Adviser is authorized adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”)) provided to consider such services provided Sub-adviser with respect to the Fund and and/or other accounts over which the Sub-Adviser or any of its affiliates adviser exercises investment discretion and discretion. Sub-adviser may, in its discretion, agree to place orders pay a broker or dealer that furnishes such brokerage or research services a higher commission than that which might have been charged by another broker-dealer for effecting the purchase and sale of securities for the Fund with such brokerssame transactions, if the Sub-Adviser adviser determines in good faith that the amount of commissions for executing such portfolio transactions commission is reasonable in relation to the value of the brokerage and research services provided by such brokersthe broker or dealer, subject to review by viewed in terms of either that particular transaction or the Investment Manager and the Trust’s Board overall responsibilities of Trustees from time to time Sub-adviser with respect to the extent and continuation accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of this practicethe 1934 Act). It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its adviser shall, upon reasonable request from Adviser, provide such periodic and special reports describing any such brokerage and research services to other clients. The Sub-Adviser mayreceived and the incremental commissions, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as its other clients, aggregate, to the extent permitted by applicable laws, rules and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Adviser in the manner it considers other consideration to be the most equitable and consistent with its obligations to the Fund and to such other clients. The Board may adopt policies and procedures that modify and/or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. Notwithstanding the foregoing, the Sub-Adviser may execute, or cause to be executed, portfolio investment transactions with affiliates of the Investment Manager or the Sub-Adviser only to the extent that the Sub-Adviser maintains compliance procedures and operational processes with respect to such affiliated transactions that are reasonably designed to ensure the Fund’s compliance with the Board/Investment Manager Procedures, the Registration Statement and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate or desirable in performing its duties under this Agreementwhich they relate.

Fund Transactions. In connection with purchases and sales of portfolio securities for the account of the Fund, neither the A. Sub-Adviser nor any of its partners, officers or employees shall act as principal, except as otherwise permitted by the 1940 Act. The Sub-Adviser or its agents adviser shall arrange for the placing execution of all orders for the purchase and sale of portfolio securities and other instruments investments for the Fund’s account either directly and will exercise full discretion and act for the Company in the same manner and with the issuer same force and effect as the Company might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions, including without limitation, management of cash balances in the Fund. Sub-adviser agrees that, in executing Fund transactions and selecting brokers or dealers, if any, it shall use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in and the price of the security, the financial condition and execution capability of the broker or dealer, foreign currency dealer, futures commission merchant or other party (including affiliates and the reasonableness of the Investment Manager commission, if any, with respect to the specific transaction and the Sub-Adviser) selected by the Sub-Adviseron a continuing basis. In the selection of such brokers or dealers (including affiliates It is understood that none of the Investment Funds, the Trust, the Manager and nor the Sub-Adviser) and the placing Subadviser has adopted a formula for allocation of such orders the Sub-Adviser is directed at all times to seek for the Fund the most favorable execution and net price availablea Fund’s investment transaction business. It is also understood that it may be is desirable for the each Fund that the Sub-Adviser Subadviser have access to supplemental investment and market research and security and economic analyses that are consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and are provided by certain brokers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to such conditions in evaluating the best overall terms available, and limitations as may be established by in selecting the Investment Manager from time to timebroker or dealer, if any, the to execute a particular transaction, Sub-Adviser is authorized adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”)) provided to consider such services provided Sub-adviser with respect to the Fund and and/or other accounts over which the Sub-Adviser or any of its affiliates adviser exercises investment discretion and discretion. Sub-adviser may, in its discretion, agree to place orders pay a broker or dealer that furnishes such brokerage or research services a higher commission than that which might have been charged by another broker-dealer for effecting the purchase and sale of securities for the Fund with such brokerssame transactions, if the Sub-Adviser adviser determines in good faith that the amount of commissions for executing such portfolio transactions commission is reasonable in relation to the value of the brokerage and research services provided by such brokersthe broker or dealer, subject to review by viewed in terms of either that particular transaction or the Investment Manager and the Trust’s Board overall responsibilities of Trustees from time to time Sub-adviser with respect to the extent and continuation accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of this practicethe 1934 Act). It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its adviser shall, upon reasonable request from Adviser, provide such periodic and special reports describing any such brokerage and research services to other clients. The Sub-Adviser mayreceived and the incremental commissions, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as its other clients, aggregate, to the extent permitted by applicable laws, rules and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Adviser in the manner it considers other consideration to be the most equitable and consistent with its obligations to the Fund and to such other clients. The Board may adopt policies and procedures that modify and/or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. Notwithstanding the foregoing, the Sub-Adviser may execute, or cause to be executed, portfolio investment transactions with affiliates of the Investment Manager or the Sub-Adviser only to the extent that the Sub-Adviser maintains compliance procedures and operational processes with respect to such affiliated transactions that are reasonably designed to ensure the Fund’s compliance with the Board/Investment Manager Procedures, the Registration Statement and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate or desirable in performing its duties under this Agreementwhich they relate.

Fund Transactions. In connection with purchases and sales of portfolio securities Investment decisions for the account of the Fund, neither Fund shall be made by the Sub-Adviser nor independently from those for any other investment companies and accounts advised or managed by the Sub-Adviser, provided such decisions do not result in a conflict of its partnersinterest regarding the Fund and the Adviser’s other clients. The Fund and such investment companies and accounts may, officers however, invest in the same securities. When the Sub-Adviser seeks to purchase or employees shall act as principalsell the same security at substantially the same time on behalf of the Fund and/or another investment company or account, except as otherwise the Sub-Adviser shall, to the extent permitted by law and to the 1940 Actextent reasonably practicable, aggregate such orders or otherwise effect such transaction on an average price basis, and available investments will be allocated as to amount in a manner which the Sub-Adviser believes to be equitable to the Fund and such other investment company or account. In some instances, this investment procedure may adversely affect the price paid or received by the Fund or the size of the position obtained or sold by the Fund. To the extent permitted by law, the Sub-Adviser may aggregate the securities to be sold or purchased for the Fund with those to be sold or purchased for other investment companies or accounts in order to obtain best execution for all the Sub-Adviser’s clients on an overall basis. The Sub-Adviser or its agents shall arrange for the placing of may place orders for the purchase and sale of portfolio securities and other instruments for the Fund through the Adviser or may directly solicit broker-dealers to execute transactions in accordance with the Fund’s account policies and restrictions regarding brokerage allocations. If applicable, the Sub-Adviser shall place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or other party (including affiliates of the Investment Manager . If it executes portfolio transactions and the Sub-Adviser) selected by the Sub-Adviser. In the selection of such selects brokers or dealers (including affiliates of the Investment Manager and the Sub-Adviser) and the placing of such orders dealers, the Sub-Adviser is directed at all times shall use its reasonable best efforts to seek for the Fund the most favorable execution and net price available. It is also understood that it may be desirable for the Fund that of orders, after taking into account all factors the Sub-Adviser have access deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, the Sub-Adviser may, to supplemental investment the extent permitted by law, purchase and market sell portfolio securities to and from brokers and dealers who provide brokerage and/or research and security and economic analyses that are consistent with services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended () to or for the “1934 Act”), and are provided by brokers who may execute brokerage transactions at a higher cost to benefit of the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to such conditions and limitations as may be established by the Investment Manager from time to time, if any, the Sub-Adviser is authorized to consider such services provided to the Fund and and/or other accounts over which the Sub-Adviser or any of its affiliates exercises investment discretion and discretion. The Sub-Adviser is authorized to place orders pay to a broker or dealer who provides such brokerage and/or research services a commission for the purchase and sale of securities executing a portfolio transaction for the Fund with such brokers, which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that the amount of commissions for executing such portfolio transactions is commission was reasonable in relation to the value of the brokerage and and/or research services provided by such brokersbroker or dealer, subject to review by the Investment Manager and the Trust’s Board viewed in terms of Trustees from time to time with respect to the extent and continuation of this practice. It is understood either that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients. The Sub-Adviser may, on occasions when it deems the purchase particular transaction or sale of a security to be in the best interests of the Fund as well as its other clients, aggregate, to the extent permitted by applicable laws, rules and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its obligations to the Fund and to such other clients. The Board may adopt policies and procedures that modify and/or restrict the Sub-Adviser’s authority regarding the execution of overall responsibilities to the Fund’s . In no instance will portfolio transactions provided herein. Notwithstanding securities be purchased from or sold to the foregoing, the Sub-Adviser may execute, or cause to be executed, portfolio investment transactions with affiliates of the Investment Manager or the Sub-Adviser only to the extent that the Sub-Adviser maintains compliance procedures or any affiliated person of either thereof; except as permitted by Rules and operational processes with respect to such affiliated transactions that are reasonably designed to ensure the Fund’s compliance with the Board/Investment Manager Procedures, the Registration Statement and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser may execute on behalf Regulations of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate or desirable in performing its duties under this AgreementSEC.

Fund Transactions. In connection The Adviser is authorized to select investments for the Fund that are consistent with the objectives and strategies of the Fund. The Adviser is authorized to select the investment bankers, brokers or dealers that will execute the purchases and sales of portfolio securities for the account Fund. With respect to brokerage selection, the Adviser shall seek to obtain the best overall execution for Fund transactions, which is a combination of price, quality of execution and other factors. The Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Adviser with brokerage, research, analysis, advice and similar services, and the Adviser may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Adviser determines in good faith that such commission is reasonable in terms either of that particular transaction or of the Fund, neither overall responsibility of the Sub-Adviser nor any of to the Fund and its partners, officers or employees shall act as principal, except as otherwise permitted other clients and that the total commission paid by the 1940 ActFund will be reasonable in relation to the benefits to the Fund and the Adviser's other clients over the long-term. The Sub-Adviser or its agents shall arrange for will promptly communicate to the placing of orders for officers and the purchase and sale of portfolio securities and other instruments for the Fund’s account either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or other party (including affiliates Trustees of the Investment Manager and the Sub-Adviser) selected by the Sub-AdviserFund such information relating to portfolio transactions as they may reasonably request. In the selection of such brokers or dealers (including affiliates of the Investment Manager and the Sub-Adviser) and the placing of such orders the Sub-Adviser is directed at all times to seek for the Fund the most favorable execution and net price available. It is also understood The parties agree that it may be desirable for is in the interests of the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses that are consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and are provided by brokers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage is allocated to other brokers on the basis of seeking the most favorable best price and efficient execution. ThereforeIn selecting brokers or dealers to execute a particular transaction and in evaluating the best price and execution available, subject to such conditions and limitations as may be established by the Investment Manager from time to time, if any, Adviser or the Sub-Adviser is authorized to may consider the brokerage and research services (as such services terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Fund and and/or other accounts over which the Sub-Adviser or any of its affiliates exercises investment discretion and to place orders for the purchase and sale of securities for the Fund with such brokers, if the Sub-Adviser determines in good faith that the amount of commissions for executing such portfolio transactions is reasonable in relation to the value of the brokerage and research services provided by such brokers, subject to review by the Investment Manager and the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients. The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as its other clients, aggregate, to the extent permitted by applicable laws, rules and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its obligations to the Fund and to such other clients. The Board may adopt policies and procedures that modify and/or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. Notwithstanding the foregoing, the Sub-Adviser may execute, or cause to be executed, portfolio investment transactions with affiliates of the Investment Manager or the Sub-Adviser only to the extent that the Sub-Adviser maintains compliance procedures and operational processes with respect to such affiliated transactions that are reasonably designed to ensure the Fund’s compliance with the Board/Investment Manager Procedures, the Registration Statement and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate or desirable in performing its duties under this Agreementdiscretion.

Fund Transactions. In connection The Adviser is authorized to select investments for the Fund that are consistent with the objectives and strategies of the Fund. The Adviser is authorized to select the investment bankers, brokers or dealers that will execute the purchases and sales of portfolio securities for the account Fund. With respect to brokerage selection, the Adviser shall seek to obtain the best overall execution for Fund transactions, which is a combination of price, quality of execution and other factors. The Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Adviser with brokerage, research, analysis, advice and similar services, and the Adviser may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Adviser determines in good faith that such commission is reasonable in terms either of that particular transaction or of the Fund, neither overall responsibility of the Sub-Adviser nor any of to the Fund and its partners, officers or employees shall act as principal, except as otherwise permitted other clients and that the total commission paid by the 1940 ActFund will be reasonable in relation to the benefits to the Fund and the Adviser’s other clients over the long-term. The Sub-Adviser or its agents shall arrange for will promptly communicate to the placing of orders for officers and the purchase and sale of portfolio securities and other instruments for the Fund’s account either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or other party (including affiliates Trustees of the Investment Manager and the Sub-Adviser) selected by the Sub-AdviserFund such information relating to portfolio transactions as they may reasonably request. In the selection of such brokers or dealers (including affiliates of the Investment Manager and the Sub-Adviser) and the placing of such orders the Sub-Adviser is directed at all times to seek for the Fund the most favorable execution and net price available. It is also understood The parties agree that it may be desirable for is in the interests of the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses that are consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and are provided by brokers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage is allocated to other brokers on the basis of seeking the most favorable best price and efficient execution. ThereforeIn selecting brokers or dealers to execute a particular transaction and in evaluating the best price and execution available, subject to such conditions and limitations as may be established by the Investment Manager from time to time, if any, Adviser or the Sub-Adviser is authorized to may consider the brokerage and research services (as such services terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Fund and and/or other accounts over which the Sub-Adviser or any of its affiliates exercises investment discretion and to place orders for the purchase and sale of securities for the Fund with such brokers, if the Sub-Adviser determines in good faith that the amount of commissions for executing such portfolio transactions is reasonable in relation to the value of the brokerage and research services provided by such brokers, subject to review by the Investment Manager and the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients. The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as its other clients, aggregate, to the extent permitted by applicable laws, rules and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its obligations to the Fund and to such other clients. The Board may adopt policies and procedures that modify and/or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. Notwithstanding the foregoing, the Sub-Adviser may execute, or cause to be executed, portfolio investment transactions with affiliates of the Investment Manager or the Sub-Adviser only to the extent that the Sub-Adviser maintains compliance procedures and operational processes with respect to such affiliated transactions that are reasonably designed to ensure the Fund’s compliance with the Board/Investment Manager Procedures, the Registration Statement and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate or desirable in performing its duties under this Agreementdiscretion.

Fund Transactions. In connection with purchases and sales of portfolio securities Investment decisions for the account of the Fund, neither Fund shall be made by the Sub-Adviser nor independently from those for any other investment companies and accounts advised or managed by the Sub-Adviser, and/or pursuant to the same methodology. The Fund and such investment companies and accounts may, however, invest in the same securities. When the Sub-Adviser seeks to purchase or sell the same security at substantially the same time on behalf of its partnersthe Fund and/or another investment company or account, officers or employees shall act as principalthe Sub-Adviser may, except as otherwise to the extent permitted by law and to the 1940 Actextent reasonably practicable, aggregate such orders or otherwise effect such transaction on an average price basis, and available investments will be allocated as to amount in a manner which the Sub-Adviser believes to be equitable to the Fund and such other investment company or account. In some instances, this investment procedure may adversely affect the price paid or received by the Fund or the size of the position obtained or sold by the Fund. To the extent permitted by law, the Sub-Adviser may aggregate the securities to be sold or purchased for the Fund with those to be sold or purchased for other investment companies or accounts in order to obtain best execution on an overall basis for all the Sub-Adviser’s clients. The Sub-Adviser or its agents shall arrange for the placing of may place orders for the purchase and sale of portfolio securities and other instruments for the Fund through the Adviser or may directly solicit broker-dealers to execute transactions in accordance with the Fund’s account either policies and restrictions regarding brokerage allocations. The Sub-Adviser shall place orders pursuant to its investment determinations for the Fund through the Adviser, directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or other party (including affiliates of the Investment Manager . If it executes portfolio transactions and the Sub-Adviser) selected by the Sub-Adviser. In the selection of such selects brokers or dealers (including affiliates of the Investment Manager and the Sub-Adviser) and the placing of such orders dealers, the Sub-Adviser is directed at all times shall use its reasonable best efforts to seek for the Fund the most favorable execution and net price available. It is also understood that it may be desirable for the Fund that of orders, after taking into account all factors the Sub-Adviser have access deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, the Sub-Adviser may, to supplemental investment the extent permitted by law, purchase and market sell securities to and from brokers and dealers who provide brokerage and/or research and security and economic analyses that are consistent with services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended () to or for the “1934 Act”), and are provided by brokers who may execute brokerage transactions at a higher cost to benefit of the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to such conditions and limitations as may be established by the Investment Manager from time to time, if any, the Sub-Adviser is authorized to consider such services provided to the Fund and and/or other accounts over which the Sub-Adviser or any of its affiliates exercises investment discretion and discretion. The Sub-Adviser is authorized to place orders pay to a broker or dealer who provides such brokerage and/or research services a commission for the purchase and sale of securities executing a transaction for the Fund with such brokers, that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that the amount of commissions for executing such portfolio transactions is commission was reasonable in relation to the value of the brokerage and and/or research services provided by such brokersbroker or dealer, subject to review by the Investment Manager and the Trust’s Board viewed in terms of Trustees from time to time with respect to the extent and continuation of this practice. It is understood either that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients. The Sub-Adviser may, on occasions when it deems the purchase particular transaction or sale of a security to be in the best interests of the Fund as well as its other clients, aggregate, to the extent permitted by applicable laws, rules and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its obligations to the Fund and to such other clients. The Board may adopt policies and procedures that modify and/or restrict the Sub-Adviser’s authority regarding the execution of overall responsibilities to the Fund’s portfolio transactions provided herein. Notwithstanding In no instance will securities be purchased from or sold to the foregoing, the Sub-Adviser may execute, or cause to be executed, portfolio investment transactions with affiliates of the Investment Manager or the Sub-Adviser only to the extent that the Sub-Adviser maintains compliance procedures or any affiliated person of either thereof; except as permitted by Rules and operational processes with respect to such affiliated transactions that are reasonably designed to ensure the Fund’s compliance with the Board/Investment Manager Procedures, the Registration Statement and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser may execute on behalf Regulations of the Fund certain agreements, instruments Securities and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate or desirable in performing its duties under this AgreementExchange Commission.

Fund Transactions. In connection Sub-Adviser is authorized to select the brokers or dealers (including, to the extent permitted by law and applicable Trust guidelines, Sub-Adviser or any of its affiliates), electronic or other trading systems and to place orders directly with purchases issuers of securities. Sub-Adviser may open and sales maintain brokerage accounts of portfolio all types on behalf of and in the name of each Fund. Sub-Adviser may enter into standard customer agreements with brokers and direct payments of cash, cash equivalents and securities for the account of the Fund, neither and other property into such brokerage accounts as the Sub-Advisor deems desirable or appropriate. In selecting brokers or dealers to execute transactions on behalf of the Funds, Sub-Adviser nor is directed to use its best efforts to seek to obtain the best overall terms available, as described in the Trust’s current registration statement, as amended from time to time. In assessing the best overall terms available for any Fund transaction, Sub-Adviser will consider all factors it deems relevant, including, but not limited to, the breadth of its partnersthe market in the security, officers the price of the security, the financial condition and execution capability of the broker or employees shall act dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting broker-dealers to execute a particular transaction, and in evaluating the best overall terms available, Sub-Adviser is authorized to consider the brokerage and research services (as principalthose terms are defined in Section 28(e) of the Securities Exchange Act of 1934, except as otherwise permitted by amended (“1934 Act”)) provided to the 1940 Act. The Funds and/or other funds and accounts over which the Sub-Adviser or its agents shall arrange for the placing of orders for the purchase and sale of portfolio securities and other instruments for the Fund’s account either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or other party (including affiliates of the Investment Manager and the Sub-Adviser) selected by the Sub-Adviserexercise investment discretion. In the selection of such brokers or dealers (including affiliates of the Investment Manager and the Sub-Adviser) and the placing of such orders the Sub-Adviser is directed at all times to seek for the Fund the most favorable execution and net price available. It is also understood The parties hereto acknowledge that it may be is desirable for the Fund Funds that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses that are consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and are analysis provided by brokers broker-dealers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to such conditions and limitations as may be established by the Investment Manager from time to time, if any, the Sub-Adviser is authorized may cause a Fund to consider such pay a broker-dealer that furnishes brokerage and research services a higher commission than that which might be charged by another broker-dealer for effecting the same transaction, provided to the Fund and other accounts over which the Sub-Adviser or any of its affiliates exercises investment discretion and to place orders for the purchase and sale of securities for the Fund with such brokers, if the that Sub-Adviser determines in good faith that the amount of commissions for executing such portfolio transactions commission is reasonable in relation to the value of the brokerage and research services provided by such brokersbroker-dealer, subject to review by viewed in terms of either the Investment Manager and particular transaction or the Trust’s Board overall responsibilities of Trustees from time to time with respect Sub-Adviser to the extent and continuation of this practiceFunds. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its the Sub-Advisor’s services to other clients. The Sub-Adviser may, on occasions when it deems but shall not be obligated to, aggregate or bunch orders for the purchase or sale of a security to be in securities for the best interests of the Fund as well as Funds with orders for its other clientsclients and accounts where: (A) such aggregation or bunching of order is not inconsistent with the Funds’ investment objectives, aggregatepolicies and procedures, to (B) the extent permitted by applicable laws, rules and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the any such transaction, shall be made by the Sub-Adviser in a manner that is fair and equitable in the manner it considers to judgment of Sub-Adviser, and (C) Sub-Adviser shall be the most equitable and consistent with cognizant of its fiduciary obligations to the Fund Funds and to each of its other clients and shall enter into such other clientstransactions only where the rights of each client are considered and protected. The Board may adopt policies and procedures that modify and/or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. Notwithstanding the foregoing, the Sub-Adviser may execute, or cause will promptly communicate to be executed, portfolio investment transactions with affiliates the Adviser and to the officers and the Trustees of the Investment Manager or the Sub-Adviser only Trust such information relating to the extent that the Sub-Adviser maintains compliance procedures and operational processes with respect to such affiliated transactions that are reasonably designed to ensure the a Fund’s compliance with the Board/Investment Manager Procedures, the Registration Statement and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser transactions as they may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate or desirable in performing its duties under this Agreementrequest.

Fund Transactions. (a) In connection with purchases and sales of portfolio securities and other instruments for the account of the Fund, neither the Sub-Adviser nor its affiliated persons (as defined in the 0000 Xxx) or any of its their respective partners, officers or employees shall act as principal, except as otherwise permitted by the 1940 Act. The Sub-Sub- Adviser or its agents shall arrange for the placing of orders for the purchase and sale of portfolio securities and other financial instruments for the Fund’s 's account either directly with the issuer or with any broker or dealerCounterparty, foreign currency dealer, futures commission merchant or other party (including affiliates of the Investment Manager and provided that the Sub-AdviserAdviser complies with Section 2(b) selected by the Sub-Adviserwith respect to each such Counterparty. (b) In the selection of such brokers or dealers (including affiliates of the Investment Manager and the Sub-Adviser) and the placing of such orders orders, the Sub-Adviser is directed at all times to seek for best execution on behalf of the Fund Managed Portion. In selecting brokers or dealers, the most favorable Sub-Adviser may give consideration to factors other than price, including, but not limited to, size of order, competitiveness of total execution costs, ease/efficiency of order entry and execution, access to securities (including new issues), timeliness and accuracy of recaps, difficulty of execution and net price availableoperational facilities of the broker or dealer, and the broker or dealer's skill in positioning blocks of securities. It is also understood that it may be desirable for the Fund Managed Portion that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses that are consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and are provided by brokers who may execute brokerage transactions at a higher cost to the Fund Managed Portion than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient best execution. Therefore, subject to compliance with the safe harbor provided by Section 28(e) of the 1934 Act and such other conditions and limitations as may be established by the Investment Manager Adviser from time to time, if any, the Sub-Adviser is authorized to consider such services provided to the Fund Managed Portion and other accounts over which the Sub-Sub- Adviser or any of its affiliates exercises investment discretion and to place orders for the purchase and sale of securities for the Fund Managed Portion with such brokers, if the Sub-Adviser determines in good faith that the amount of commissions for executing such portfolio transactions is reasonable in relation to the value of the brokerage and research services provided by such brokers, subject to review by the Investment Manager Adviser and the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients. The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund Managed Portion as well as its other clients, aggregate, to the extent permitted by applicable laws, rules and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Adviser in the manner it considers to be the most fair and equitable and consistent with its obligations to the Fund Managed Portion and to such other clients. The Board may from time to time adopt policies and procedures that modify and/or restrict the Sub-Sub- Adviser’s 's authority regarding the execution of the Fund’s Managed Portion's portfolio transactions provided herein. Notwithstanding (c) The Sub-Adviser shall not acquire on behalf of the foregoingManaged Portion any equity securities registered under Section 12 of the 1934 Act with the purpose or effect, at the time of such acquisition, of changing or influencing control of the issuer of the securities or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13d-3(b) promulgated under the 1934 Act. For purposes of all applicable filing requirements under the 1934 Act, including without limitation Sections 13(d) and (g), and other laws, the Sub-Adviser may execute, or cause shall be deemed to be executed, portfolio have sole investment transactions discretion with affiliates of respect to all securities held in the Investment Manager or Managed Portion. If any investments made by the Sub-Adviser only on behalf of the Managed Portion are required to the extent that be disclosed in any other reports to be filed by the Sub-Adviser maintains compliance procedures and operational processes with respect to such affiliated transactions that are reasonably designed to ensure the Fund’s compliance with the Board/Investment Manager Proceduresany governmental or self-regulatory agency or organization or exchange, the Registration Statement and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate shall provide the Adviser with prompt written notice thereof, setting forth in reasonable detail the nature of the report and the investments of the Managed Portion to be reported. (d) The Fund may establish one or desirable in performing more wholly-owned subsidiaries of the Fund through which it may conduct a significant portion of its duties under this Agreementcommodities investing activities or for other investment purposes. 4.

Fund Transactions. Sub-Adviser is authorized to select the brokers or dealers (including, to the extent permitted by law and applicable Trust guidelines, Sub-Adviser or any of its affiliates), electronic or other trading systems and to place orders directly with issuers of securities. Sub-Adviser may open and maintain brokerage accounts of all types on behalf of and in the name of the Fund. Sub-Adviser may enter into standard customer agreements with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Sub-Adviser deems desirable or appropriate. In connection with purchases and sales of portfolio securities for the account selecting brokers or dealers to execute transactions on behalf of the Fund, neither the Sub-Adviser nor is directed to use its best efforts to seek to obtain the best overall terms available, as described in the Trust’s current registration statement, as amended from time to time. In assessing the best overall terms available for any Fund transaction, Sub-Adviser will consider all factors it deems relevant, including, but not limited to, the breadth of its partnersthe market in the security, officers the price of the security, the financial condition and execution capability of the broker or employees shall act dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting broker-dealers to execute a particular transaction, and in evaluating the best overall terms available, Sub-Adviser is authorized to consider the brokerage and research services (as principalthose terms are defined in Section 28(e) of the Securities Exchange Act of 1934, except as otherwise permitted by amended (“1934 Act”)) provided to the 1940 Act. The Fund and/or other funds and accounts over which the Sub-Adviser or its agents shall arrange for the placing of orders for the purchase and sale of portfolio securities and other instruments for the Fund’s account either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or other party (including affiliates of the Investment Manager and the Sub-Adviser) selected by the Sub-Adviserexercise investment discretion. In the selection of such brokers or dealers (including affiliates of the Investment Manager and the Sub-Adviser) and the placing of such orders the Sub-Adviser is directed at all times to seek for the Fund the most favorable execution and net price available. It is also understood The parties hereto acknowledge that it may be is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses that are consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and are analysis provided by brokers broker-dealers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to such conditions and limitations as may be established by the Investment Manager from time to time, if any, the Sub-Adviser is authorized to consider such services provided to may cause the Fund to pay a broker-dealer that furnishes brokerage and other accounts over research services a higher commission than that which might be charged by another broker-dealer for effecting the Sub-Adviser or any of its affiliates exercises investment discretion and to place orders for the purchase and sale of securities for the Fund with such brokerssame transaction, if the provided that Sub-Adviser determines in good faith that the amount of commissions for executing such portfolio transactions commission is reasonable in relation to the value of the brokerage and research services provided by such brokersbroker-dealer, subject to review by viewed in terms of either the Investment Manager and particular transaction or the Trust’s Board overall responsibilities of Trustees from time to time with respect Sub-Adviser to the extent and continuation of this practiceFund. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its the Sub-Adviser’s services to other clients. The Sub-Adviser may, on occasions when it deems but shall not be obligated to, aggregate or bunch orders for the purchase or sale of a security to be in the best interests of securities for the Fund as well as with orders for its other clientsclients and accounts where: (A) such aggregation or bunching of order is not inconsistent with the Fund’s investment objectives, aggregatepolicies and procedures, to (B) the extent permitted by applicable laws, rules and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the any such transaction, shall be made by the Sub-Adviser in a manner that is fair and equitable in the manner it considers to judgment of Sub-Adviser, and (C) Sub-Adviser shall be the most equitable and consistent with cognizant of its fiduciary obligations to the Fund and to each of its other clients and shall enter into such other clientstransactions only where the rights of each client are considered and protected. The Board may adopt policies and procedures that modify and/or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. Notwithstanding the foregoing, the Sub-Adviser may execute, or cause will promptly communicate to be executed, portfolio investment transactions with affiliates the Adviser and to the officers and the Trustees of the Investment Manager or the Sub-Adviser only Trust such information relating to the extent that the Sub-Adviser maintains compliance procedures and operational processes with respect to such affiliated transactions that are reasonably designed to ensure the Fund’s compliance with the Board/Investment Manager Procedures, the Registration Statement and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser transactions as they may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate or desirable in performing its duties under this Agreementrequest.

Fund Transactions. Sub-Adviser is authorized to select the brokers or dealers (including, to the extent permitted by law and applicable Trust guidelines, Sub-Adviser or any of its affiliates), electronic or other trading systems and to place orders directly with issuers of securities. Sub-Adviser may open and maintain brokerage accounts of all types on behalf of and in the name of the Fund. Sub-Adviser may enter into standard customer agreements with brokers and direct payments of cash, cash equivalents and securities and other property into such brokerage accounts as the Sub-Advisor deems desirable or appropriate. In connection with purchases and sales of portfolio securities for the account selecting brokers or dealers to execute transactions on behalf of the Fund, neither the Sub-Adviser nor is directed to use its best efforts to seek to obtain the best overall terms available, as described in the Trust's current registration statement, as amended from time to time. In assessing the best overall terms available for any Fund transaction, Sub-Adviser will consider all factors it deems relevant, including, but not limited to, the breadth of its partnersthe market in the security, officers the price of the security, the financial condition and execution capability of the broker or employees shall act dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting broker-dealers to execute a particular transaction, and in evaluating the best overall terms available, Sub-Adviser is authorized to consider the brokerage and research services (as principalthose terms are defined in Section 28(e) of the Securities Exchange Act of 1934, except as otherwise permitted by amended (“1934 Act”)) provided to the 1940 Act. The Fund and/or other funds and accounts over which the Sub-Adviser or its agents shall arrange for the placing of orders for the purchase and sale of portfolio securities and other instruments for the Fund’s account either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or other party (including affiliates of the Investment Manager and the Sub-Adviser) selected by the Sub-Adviserexercise investment discretion. In the selection of such brokers or dealers (including affiliates of the Investment Manager and the Sub-Adviser) and the placing of such orders the Sub-Adviser is directed at all times to seek for the Fund the most favorable execution and net price available. It is also understood The parties hereto acknowledge that it may be is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses that are consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and are analysis provided by brokers broker-dealers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to such conditions and limitations as may be established by the Investment Manager from time to time, if any, the Sub-Adviser is authorized to consider such services provided to may cause the Fund to pay a broker-dealer that furnishes brokerage and other accounts over research services a higher commission than that which might be charged by another broker-dealer for effecting the Sub-Adviser or any of its affiliates exercises investment discretion and to place orders for the purchase and sale of securities for the Fund with such brokerssame transaction, if the provided that Sub-Adviser determines in good faith that the amount of commissions for executing such portfolio transactions commission is reasonable in relation to the value of the brokerage and research services provided by such brokersbroker-dealer, subject to review by viewed in terms of either the Investment Manager and particular transaction or the Trust’s Board overall responsibilities of Trustees from time to time with respect Sub-Adviser to the extent and continuation of this practiceFund. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its the Sub-Advisor’s services to other clients. The Sub-Adviser may, on occasions when it deems but shall not be obligated to, aggregate or bunch orders for the purchase or sale of a security to be in the best interests of securities for the Fund as well as with orders for its other clientsclients and accounts where: (A) such aggregation or bunching of order is not inconsistent with the Fund’s investment objectives, aggregatepolicies and procedures, to (B) the extent permitted by applicable laws, rules and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the any such transaction, shall be made by the Sub-Adviser in a manner that is fair and equitable in the manner it considers to judgment of Sub-Adviser, and (C) Sub-Adviser shall be the most equitable and consistent with cognizant of its fiduciary obligations to the Fund and to each of its other clients and shall enter into such other clientstransactions only where the rights of each client are considered and protected. The Board may adopt policies and procedures that modify and/or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. Notwithstanding the foregoing, the Sub-Adviser may execute, or cause will promptly communicate to be executed, portfolio investment transactions with affiliates the Adviser and to the officers and the Trustees of the Investment Manager or the Sub-Adviser only Trust such information relating to the extent that the Sub-Adviser maintains compliance procedures and operational processes with respect to such affiliated transactions that are reasonably designed to ensure the Fund’s compliance with the Board/Investment Manager Procedures, the Registration Statement and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser transactions as they may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate or desirable in performing its duties under this Agreementrequest.

Fund Transactions. In connection with purchases and sales of portfolio securities Investment decisions for the account of the Fund, neither Fund shall be made by the Sub-Adviser nor independently from those for any other investment companies and accounts advised or managed by the Sub-Adviser. The Fund and such investment companies and accounts may, however, invest in the same securities. When the Sub-Adviser seeks to purchase or sell the same security at substantially the same time on behalf of its partnersthe Fund and/or another investment company or account, officers or employees shall act as principalthe Sub-Adviser shall, except as otherwise to the extent permitted by law and to the 1940 Actextent reasonably practicable, aggregate such orders or otherwise effect such transaction on an average price basis, and available investments will be allocated as to amount in a manner which the Sub-Adviser believes to be equitable to the Fund and such other investment company or account. In some instances, this investment procedure may adversely affect the price paid or received by the Fund or the size of the position obtained or sold by the Fund. To the extent permitted by law, the Sub-Adviser may aggregate the securities to be sold or purchased for the Fund with those to be sold or purchased for other investment companies or accounts in order to obtain best execution for all the Sub-Adviser’s clients on an overall basis. The Sub-Adviser or its agents shall arrange for the placing of may place orders for the purchase and sale of portfolio securities and other instruments for the Fund through the Adviser or may directly solicit broker-dealers to execute transactions in accordance with the Fund’s account policies and restrictions regarding brokerage allocations. If applicable, the Sub-Adviser shall place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or other party (including affiliates of the Investment Manager . If it executes portfolio transactions and the Sub-Adviser) selected by the Sub-Adviser. In the selection of such selects brokers or dealers (including affiliates of the Investment Manager and the Sub-Adviser) and the placing of such orders dealers, the Sub-Adviser is directed at all times shall use its reasonable best efforts to seek for the Fund the most favorable execution and net price available. It is also understood that it may be desirable for the Fund that of orders, after taking into account all factors the Sub-Adviser have access deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, the Sub-Adviser may, to supplemental investment the extent permitted by law, purchase and market sell portfolio securities to and from brokers and dealers who provide brokerage and/or research and security and economic analyses that are consistent with services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended () to or for the “1934 Act”), and are provided by brokers who may execute brokerage transactions at a higher cost to benefit of the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to such conditions and limitations as may be established by the Investment Manager from time to time, if any, the Sub-Adviser is authorized to consider such services provided to the Fund and and/or other accounts over which the Sub-Adviser or any of its affiliates exercises investment discretion and discretion. The Sub-Adviser is authorized to place orders pay to a broker or dealer who provides such brokerage and/or research services a commission for the purchase and sale of securities executing a portfolio transaction for the Fund with such brokers, which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that the amount of commissions for executing such portfolio transactions is commission was reasonable in relation to the value of the brokerage and and/or research services provided by such brokersbroker or dealer, subject to review by the Investment Manager and the Trust’s Board viewed in terms of Trustees from time to time with respect to the extent and continuation of this practice. It is understood either that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients. The Sub-Adviser may, on occasions when it deems the purchase particular transaction or sale of a security to be in the best interests of the Fund as well as its other clients, aggregate, to the extent permitted by applicable laws, rules and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its obligations to the Fund and to such other clients. The Board may adopt policies and procedures that modify and/or restrict the Sub-Adviser’s authority regarding the execution of overall responsibilities to the Fund’s . In no instance will portfolio transactions provided herein. Notwithstanding securities be purchased from or sold to the foregoing, the Sub-Adviser may execute, or cause to be executed, portfolio investment transactions with affiliates of the Investment Manager or the Sub-Adviser only to the extent that the Sub-Adviser maintains compliance procedures or any affiliated person of either thereof; except as permitted by Rules and operational processes with respect to such affiliated transactions that are reasonably designed to ensure the Fund’s compliance with the Board/Investment Manager Procedures, the Registration Statement and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser may execute on behalf Regulations of the Fund certain agreements, instruments Securities and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate or desirable in performing its duties under this AgreementExchange Commission.

Fund Transactions. In connection with purchases and sales of portfolio securities for the account of the Fund, neither the A. Sub-Adviser nor any of its partners, officers or employees shall act as principal, except as otherwise permitted by the 1940 Act. The Sub-Adviser or its agents adviser shall arrange for the placing execution of all orders for the purchase and sale of portfolio securities and other instruments investments for the Fund’s 's account either directly and will exercise full discretion and act for the Company in the same manner and with the issuer same force and effect as the Company might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. Sub-adviser agrees that, in executing Fund transactions and selecting brokers or dealers, if any, it shall use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, Sub-adviser shall consider all factors it deems relevant, including the breadth of the market in and the price of the security, the financial condition and execution capability of the broker or dealer, foreign currency dealer, futures commission merchant or other party (including affiliates and the reasonableness of the Investment Manager commission, if any, with respect to the specific transaction and on a continuing basis. It is understood that none of the Funds, the Company, the Adviser nor the Sub-Adviser) selected by the Sub-Adviser. In the selection of such brokers or dealers (including affiliates adviser has adopted a formula for allocation of the Investment Manager and the Sub-Adviser) and the placing of such orders the Sub-Adviser is directed at all times to seek for the Fund the most favorable execution and net price availableFund's investment transaction business. It is also understood that it may be is desirable for the Fund that the Sub-Adviser adviser have access to supplemental investment and market research and security and economic analyses that are consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and are provided by certain brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to such conditions in evaluating the best overall terms available, and limitations as may be established by in selecting the Investment Manager from time to timebroker or dealer, if any, the to execute a particular transaction, subject to applicable law, Sub-Adviser is authorized adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended ("1934 Act")) provided to consider such services provided Sub-adviser with respect to the Fund and and/or other accounts over which the Sub-Adviser or any of its affiliates adviser exercises investment discretion and discretion. Sub-adviser may, in its discretion, agree to place orders pay a broker or dealer that furnishes such brokerage or research services a higher commission than that which might have been charged by another broker-dealer for effecting the purchase and sale of securities for the Fund with such brokerssame transactions, if the Sub-Adviser adviser determines in good faith that the amount of commissions for executing such portfolio transactions commission is reasonable in relation to the value of the brokerage and research services provided by such brokersthe broker or dealer, subject to review by viewed in terms of either that particular transaction or the Investment Manager and the Trust’s Board overall responsibilities of Trustees from time to time Sub-adviser with respect to the extent and continuation accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of this practicethe 1934 Act). It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its adviser shall, upon reasonable request from Adviser, provide such periodic and special reports describing any such brokerage and research services to other clients. The Sub-Adviser mayreceived and the incremental commissions, on occasions when it deems the purchase or sale of a security to be in the best interests of the Fund as well as its other clients, aggregate, to the extent permitted by applicable laws, rules and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Adviser in the manner it considers other consideration to be the most equitable and consistent with its obligations to the Fund and to such other clients. The Board may adopt policies and procedures that modify and/or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. Notwithstanding the foregoing, the Sub-Adviser may execute, or cause to be executed, portfolio investment transactions with affiliates of the Investment Manager or the Sub-Adviser only to the extent that the Sub-Adviser maintains compliance procedures and operational processes with respect to such affiliated transactions that are reasonably designed to ensure the Fund’s compliance with the Board/Investment Manager Procedures, the Registration Statement and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate or desirable in performing its duties under this Agreementwhich they relate.

Fund Transactions. In connection Sub-Adviser is authorized to select the brokers or dealers (including, to the extent permitted by law and applicable Trust guidelines, Sub-Adviser or any of its affiliates), electronic or other trading systems and to place orders directly with purchases issuers of securities. Sub-Adviser may open and sales maintain brokerage accounts of portfolio securities for all types on behalf of and in the account name of the FundFunds. Sub-Adviser may enter into standard customer agreements with brokers and direct payments of cash, neither cash equivalents and securities and other property into such brokerage accounts as the Sub-Advisor deems desirable or appropriate. In selecting brokers or dealers to execute transactions on behalf of the Funds, Sub-Adviser nor is directed to use its best efforts to seek to obtain the best overall terms available, as described in the Trust's current registration statement, as amended from time to time. In assessing the best overall terms available for any Funds transaction, Sub-Adviser will consider all factors it deems relevant, including, but not limited to, the breadth of its partnersthe market in the security, officers the price of the security, the financial condition and execution capability of the broker or employees shall act dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting broker-dealers to execute a particular transaction, and in evaluating the best overall terms available, Sub-Adviser is authorized to consider the brokerage and research services (as principalthose terms are defined in Section 28(e) of the Securities Exchange Act of 1934, except as otherwise permitted by amended (“1934 Act”)) provided to the 1940 Act. The Funds and/or other Funds and accounts over which the Sub-Adviser or its agents shall arrange for the placing of orders for the purchase and sale of portfolio securities and other instruments for the Fund’s account either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or other party (including affiliates of the Investment Manager and the Sub-Adviser) selected by the Sub-Adviserexercise investment discretion. In the selection of such brokers or dealers (including affiliates of the Investment Manager and the Sub-Adviser) and the placing of such orders the Sub-Adviser is directed at all times to seek for the Fund the most favorable execution and net price available. It is also understood The parties hereto acknowledge that it may be is desirable for the Fund Funds that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses that are consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and are analysis provided by brokers broker-dealers who may execute brokerage transactions at a higher cost to the Fund Funds than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, subject to such conditions and limitations as may be established by the Investment Manager from time to time, if any, the Sub-Adviser is authorized may cause the Funds to consider such pay a broker-dealer that furnishes brokerage and research services a higher commission than that which might be charged by another broker-dealer for effecting the same transaction, provided to the Fund and other accounts over which the Sub-Adviser or any of its affiliates exercises investment discretion and to place orders for the purchase and sale of securities for the Fund with such brokers, if the that Sub-Adviser determines in good faith that the amount of commissions for executing such portfolio transactions commission is reasonable in relation to the value of the brokerage and research services provided by such brokersbroker-dealer, subject to review by viewed in terms of either the Investment Manager and particular transaction or the Trust’s Board overall responsibilities of Trustees from time to time with respect Sub-Adviser to the extent and continuation of this practiceFunds. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its the Sub-Advisor’s services to other clients. The Sub-Adviser may, on occasions when it deems but shall not be obligated to, aggregate or bunch orders for the purchase or sale of a security to be in securities for the best interests of the Fund as well as Funds with orders for its other clientsclients and accounts where: (A) such aggregation or bunching of order is not inconsistent with the Funds’ investment objectives, aggregatepolicies and procedures, to (B) the extent permitted by applicable laws, rules and regulations, the securities to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the any such transaction, shall be made by the Sub-Adviser in a manner that is fair and equitable in the manner it considers to judgment of Sub-Adviser, and (C) Sub-Adviser shall be the most equitable and consistent with cognizant of its fiduciary obligations to the Fund Funds and to each of its other clients and shall enter into such other clientstransactions only where the rights of each client are considered and protected. The Board may adopt policies and procedures that modify and/or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. Notwithstanding the foregoing, the Sub-Adviser may execute, or cause will promptly communicate to be executed, portfolio investment transactions with affiliates the Adviser and to the officers and the Trustees of the Investment Manager or the Sub-Adviser only Trust such information relating to the extent that the Sub-Adviser maintains compliance procedures and operational processes with respect to such affiliated Funds’ transactions that are as they may reasonably designed to ensure the Fund’s compliance with the Board/Investment Manager Procedures, the Registration Statement and applicable law, including the 1940 Act and the Internal Revenue Code. The Sub-Adviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, and any other agreements, documents or instruments the Sub-Adviser reasonably believes are appropriate or desirable in performing its duties under this Agreementrequest.