Common use of Allocation of Brokerage Clause in Contracts

Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager Account, and to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is an “affiliated person” (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager of the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “affiliated persons” of the Fund or its portfolio managers.

Allocation of Brokerage. The Portfolio Manager Subadvisor shall have authority and discretion to select brokers brokers, dealers and dealers futures commission merchants to execute portfolio transactions initiated by the Portfolio Manager Subadvisor, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed. A. (a) In doing so, the Portfolio ManagerSubadvisor’s primary responsibility shall be to seek to obtain the best net price and execution for the Fund. However, this responsibility shall not be deemed to obligate the Portfolio Manager Subadvisor to solicit competitive bids for each transaction or transaction, and the Subadvisor shall have no obligation to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes Subadvisor determines that the broker broker, dealer or dealer selected by it can be expected futures commission merchant is able to obtain a “the best execution” market net price on and execution for the particular transaction taking into account all factors the Subadvisor deems relevant, including, but not limited to, the breadth of the market in the security or commodity, the price, the financial condition and determines in good faith that execution capability of the broker, dealer or futures commission cost is reasonable in relation to merchant and the value reasonableness of any commission for the specific transaction and on a continuing basis. The Subadvisor may consider the brokerage and research services (as defined in Section 28(e)(328(e) of the Securities Exchange Act of 1934, as amended) provided made available by such the broker or dealer to the Portfolio Manager Subadvisor viewed in terms of either that particular transaction or of the Portfolio ManagerSubadvisor’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund (b) The Manager shall have the right to request that specified transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio ManagerSubadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Fund Account, so long as (i) the Manager Account. Notwithstanding any other provision determines that the broker or dealer is able to obtain the best net price and execution on a particular transaction and (ii) the Manager determines that the commission cost is reasonable in relation to the total quality and reliability of this Agreementthe brokerage and research services made available to the Fund or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Portfolio Manager shall Fund Account may not be responsible under paragraph A above with respect to transactions executed through the direct or exclusive beneficiary of any such service or that another broker or dealermay be willing to charge the Fund a lower commission on the particular transaction. C. (c) The Portfolio Manager shall Subadvisor agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker broker, dealer or dealer futures commission merchant which is an “affiliated person” (as defined in the Act) of the Fund, Trust or of the Portfolio Manager or of any other portfolio manager of Subadvisor for the Fund without Trust except in accordance with procedures adopted by the prior written approval of the FundTrustees. The Fund Manager agrees that it will provide the Portfolio Manager Subadvisor with a list of brokers and dealers which are “affiliated persons” of the Fund Trust, the Manager or its portfolio managersthe Trust’s Subadvisors.

Allocation of Brokerage. The Portfolio Manager Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Adviser or Sub-Adviser) to execute portfolio transactions initiated by the Portfolio Manager for Sub-Adviser, subject to conformance with the Portfolio Manager Account, policies and procedures disclosed in the Fund's Prospectus and Statement of Additional Information and the policies and procedures adopted by the Fund's Board of Trustees. The Adviser will advise the Sub-Adviser of such selection in writing. The Adviser also may delegate to the Sub-Adviser the authority set forth in this Section 7 to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers (including brokers that provide brokerage may be affiliates of the Adviser or research services Sub-Adviser) to execute portfolio transactions initiated by the Sub-Adviser by providing written notice of such delegation to the Fund ManagerSub-Adviser and receiving written confirmation from the Sub-Adviser accepting such delegation. a. In executing portfolio transactions, the Adviser will give primary consideration to securing best execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or as dealers who may effect or be a party to any such transaction or other transactions to which an onother clients of the Adviser or Sub-going relationship Adviser may be a party. Therefore, the Adviser, not the Sub-Adviser, will be of value responsible for securing best execution on portfolio transactions initiated by the Sub-Adviser. b. In retaining the discretion to select brokers and dealers, the Fund in Adviser acknowledges that the management of its assets, which services and relationship may, but need not, be of direct benefit to price the Portfolio Manager Account. Notwithstanding any Account pays or receives for a security may be different from the price paid or received by Sub-Adviser's other provision of this Agreement, clients who utilize different brokers than the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealerAccount. C. c. The Portfolio Manager shall Adviser agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is (i) an “affiliated person” person of the Fund, including the Adviser or any Sub-Adviser for any Portfolio of the Fund; or (ii) a principal underwriter of the Fund's shares, unless such transactions are executed in accordance with Rule 17e-1 of the 1940 Act and the Fund's Rule 17e-1 procedures, as defined adopted in accordance with Rule 17e-1. d. In the Actevent the Adviser delegates the authority to the Sub-Adviser to select brokers and dealers to execute transactions on behalf of the Portfolio: (1) the Sub-Adviser agrees that it will not execute any portfolio transactions for the Portfolio Account with a broker or dealer which is (i) an affiliated person of the Fund, the Portfolio Manager Adviser or any other portfolio manager of the Fund without the prior written approval sub-adviser for any Portfolio of the Fund; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-1 of the 1940 Act and the Fund's Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of the 1940 and the Fund's Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Fund Manager Adviser agrees that it will provide the Portfolio Manager Sub-Adviser with a list of such affiliated brokers and dealers dealers; and (2) the Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Portfolio, which are “is advising the Portfolio, concerning the Sub-Adviser or its affiliated persons” ' transactions with the Portfolio in securities or other assets of the Fund or its portfolio managersPortfolio, and (ii) will be limited to providing investment advice with respect to the Portfolio Account.

Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager Account, and to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s 's primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager Portfolio Manager of the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “"affiliated persons” " of the Fund or its portfolio managersPortfolio Managers.

Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager AccountManager, and to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s 's primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissionscommissions shall be executed by brokers and dealers (and in amounts), in an amount to be agreed upon by from time to time between the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Fund Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Fund Account with a itself or any broker or dealer which is an “"affiliated person” " (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager Portfolio Manager of the Fund without the prior written approval of the Fund except in accordance with SEC Exemptive Order No. 24288 dated February 15, 2000, a copy of which has been furnished to the Portfolio Manager, and Rule 17e-1 procedures as approved by the Fund's Trustees from time to time. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “"affiliated persons” " of the Fund or its portfolio managersPortfolio Managers.

Allocation of Brokerage. The Portfolio Manager Subadvisor shall have authority and discretion to select brokers brokers, dealers and dealers futures commission merchants to execute portfolio transactions initiated by the Portfolio Manager Subadvisor, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed. A. (a) In doing so, the Portfolio ManagerSubadvisor’s primary responsibility shall be to seek to obtain the best net price and execution for the Fund. However, this responsibility shall not be deemed to obligate the Portfolio Manager Subadvisor to solicit competitive bids for each transaction or transaction, and the Subadvisor shall have no obligation to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes Subadvisor determines that the broker broker, dealer or dealer selected by it can be expected futures commission merchant is able to obtain a “the best execution” market net price on and execution for the particular transaction taking into account all factors the Subadvisor deems relevant, including, but not limited to, the breadth of the market in the security or commodity, the price, the financial condition and determines in good faith that execution capability of the broker, dealer or futures commission cost is reasonable in relation to merchant and the value reasonableness of any commission for the specific transaction and on a continuing basis. The Subadvisor may consider the brokerage and research services (as defined in Section 28(e)(328(e) of the Securities Exchange Act of 1934, as amended) provided made available by such the broker or dealer to the Portfolio Manager Subadvisor viewed in terms of either that particular transaction or of the Portfolio ManagerSubadvisor’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund (b) The Manager shall have the right to request that specified transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio ManagerSubadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Fund Account, so long as (i) the Manager Account. Notwithstanding any other provision determines that the broker or dealer is able to obtain the best net price and execution on a particular transaction and (ii) the Manager determines that the commission cost is reasonable in relation to the total quality and reliability of this Agreementthe brokerage and research services made available to the Fund or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Portfolio Manager shall Fund Account may not be responsible under paragraph A above with respect to transactions executed through the direct or exclusive beneficiary of any such service or that another broker or dealermay be willing to charge the Fund a lower commission on the particular transaction. C. (c) The Portfolio Manager shall Subadvisor agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker broker, dealer or dealer futures commission merchant which is an “affiliated person” (as defined in the Act) of the Fund, Trust or of the Portfolio Manager or of any other portfolio manager of subadvisor, including Subadvisor, for the Fund without Trust except in accordance with procedures adopted by the prior written approval of the FundTrustees. The Fund Manager agrees that it will provide the Portfolio Manager Subadvisor with a list of brokers and dealers which are “affiliated persons” of the Fund Trust, the Manager or its portfolio managersthe Trust’s subadvisors.

Allocation of Brokerage. The Portfolio Manager Subadvisor shall have authority and discretion to select brokers brokers, dealers and dealers futures commission merchants to execute portfolio transactions initiated by the Portfolio Manager Subadvisor, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed. A. (a) In doing so, the Portfolio ManagerSubadvisor’s primary responsibility shall be to seek to obtain the best net price and execution for the Fund. However, this responsibility shall not be deemed to obligate the Portfolio Manager Subadvisor to solicit competitive bids for each transaction or transaction, and the Subadvisor shall have no obligation to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes Subadvisor determines that the broker broker, dealer or dealer selected by it can be expected futures commission merchant is able to obtain a “the best execution” market net price on and execution for the particular transaction taking into account all factors the Subadvisor deems relevant, including, but not limited to, the breadth of the market in the security or commodity, the price, the financial condition and determines in good faith that execution capability of the broker, dealer or futures commission cost is reasonable in relation to merchant and the value reasonableness of any commission for the specific transaction and on a continuing basis. The Subadvisor may consider the brokerage and research services (as defined in Section 28(e)(328(e) of the Securities Exchange Act of 1934, as amended) provided made available by such the broker or dealer to the Portfolio Manager Subadvisor viewed in terms of either that particular transaction or of the Portfolio ManagerSubadvisor’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund (b) The Manager shall have the right to request that specified transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio ManagerSubadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Fund Account, so long as (i) the Manager Account. Notwithstanding any other provision determines that the broker or dealer is able to obtain the best net price and execution on a particular transaction and (ii) the Manager determines that the commission cost is reasonable in relation to the total quality and reliability of this Agreementthe brokerage and research services made available to the Fund or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Portfolio Manager shall Fund Account may not be responsible under paragraph A above with respect to transactions executed through the direct or exclusive beneficiary of any such service or that another broker or dealermay be willing to charge the Fund a lower commission on the particular transaction. C. (c) The Portfolio Manager shall Subadvisor agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker broker, dealer or dealer futures commission merchant which is an “affiliated person” (as defined in the Act) of the Fund, Trust or of the Portfolio Manager or of any other portfolio manager of Subadvisor, for the Fund without Trust except in accordance with procedures adopted by the prior written approval of the FundTrustees. The Fund Manager agrees that it will provide the Portfolio Manager Subadvisor with a list of brokers and dealers which are “affiliated persons” of the Fund Trust, the Manager or its portfolio managersthe Trust’s Subadvisors.

Allocation of Brokerage. The Portfolio Manager Sub-Adviser shall have authority and discretion to select brokers brokers, dealers and dealers futures commission merchants to execute portfolio transactions initiated by the Portfolio Manager Sub-Adviser, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed. A. (a) In doing so, the Portfolio ManagerSub-Adviser’s primary responsibility shall be to seek to obtain the best net price and execution for the Fund. However, this responsibility shall not be deemed to obligate the Portfolio Manager Sub-Adviser to solicit competitive bids for each transaction or transaction, and the Sub-Adviser shall have no obligation to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes Sub-Adviser determines that the broker broker, dealer or dealer selected by it can be expected futures commission merchant is able to obtain a “the best execution” market net price on and execution for the particular transaction taking into account all factors the Sub-Adviser deems relevant, including, but not limited to, the breadth of the market in the security or commodity, the price, the financial condition and determines in good faith that execution capability of the broker, dealer or futures commission cost is reasonable in relation to merchant and the value reasonableness of any commission for the specific transaction and on a continuing basis. The Sub-Adviser may consider the brokerage and research services (as defined in Section 28(e)(328(e) of the Securities Exchange Act of 1934, as amended) provided made available by such the broker or dealer to the Portfolio Manager Sub-Adviser viewed in terms of either that particular transaction or of the Portfolio ManagerSub-Adviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Sub-Adviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund (b) The Manager shall have the right to request that specified transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio ManagerSub-Adviser, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Fund Account, so long as (i) the Manager Account. Notwithstanding any other provision determines that the broker or dealer is able to obtain the best net price and execution on a particular transaction and (ii) the Manager determines that the commission cost is reasonable in relation to the total quality and reliability of this Agreementthe brokerage and research services made available to the Fund or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Portfolio Manager shall Fund Account may not be responsible under paragraph A above with respect to transactions executed through the direct or exclusive beneficiary of any such service or that another broker or dealermay be willing to charge the Fund a lower commission on the particular transaction. C. (c) The Portfolio Manager shall Sub-Adviser agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker broker, dealer or dealer futures commission merchant which is an “affiliated person” (as defined in the Act) of the Fund, Trust or of the Portfolio Manager or of any other portfolio manager of Sub-Adviser for the Fund without Trust except in accordance with procedures adopted by the prior written approval of the FundTrustees. The Fund Manager agrees that it will provide the Portfolio Manager Sub-Adviser with a list of brokers and dealers which are “affiliated persons” of the Fund Trust, the Manager or its portfolio managersthe Trust’s Sub-Advisers.

Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager Account, and to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s 's primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-on- going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager of the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “"affiliated persons” " of the Fund or its portfolio managers.

Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager Account, and to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s 's primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager Portfolio Manager of the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “"affiliated persons” " of the Fund or its portfolio managersPortfolio Managers.

Allocation of Brokerage. The Portfolio Money Manager shall have authority and discretion to select brokers/dealers, including affiliates of the Money Manager, and to establish brokerage accounts with such brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager Money Manager, and for the Portfolio Manager Account, and to select selection of the markets on or on/in which the transaction will be executed; provided, however, that any transactions or dealings with an affiliated broker/dealer by the Money Manager shall comply with Rule 17e-1 of the 1940 Act and with the procedures of Accessor Funds and/or the Manager in all respects. A. In doing so, the Portfolio Money Manager’s 's primary responsibility objective shall be to seek select a broker/dealer that can be expected to obtain the best net price and execution for the FundAccessor Funds. However, this responsibility shall not be deemed to obligate the Portfolio Money Manager to solicit competitive bids for each transaction or transaction; and the Money Manager shall have no obligation to seek the lowest available commission cost to the FundAccessor Funds, so long as Money Manager believes in good faith, based upon its knowledge of the Portfolio Manager reasonably believes capabilities of the firm selected, that the broker or dealer selected by it can be expected to obtain a “the best execution” market price on the a particular transaction and determines in good faith that the commission cost is reasonable in relation to the value total quality and reliability of the brokerage and research services (as defined in Section 28(e)(3) of made available by the Securities Exchange Act of 1934) provided by such broker or broker/dealer to the Portfolio Money Manager viewed in terms of either that particular transaction or of the Portfolio Money Manager’s 's overall responsibilities with respect to its clients, including the FundAccessor Funds, as to which the Portfolio Money Manager exercises investment discretion, notwithstanding that Accessor Funds may not be the direct or exclusive beneficiary of any such services or that another broker/dealer may be willing to charge Accessor Funds a lower commission on the particular transaction. B. Accessor Funds shall retain the right to request that transactions involving the Account that give rise to brokerage commissions in an annual amount of up to 50% of the Money Manager's executed brokerage commissions, shall be executed by broker/dealers which provide brokerage or research services to Accessor Funds or its Manager, or as to which an ongoing relationship will be of value to Accessor Funds with respect to the Fund, which services and relationship may, but need not, be of direct benefit to the Fund so long as (i) the Money Manager believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker/dealer can be expected to obtain the best price on a particular transaction and (ii) Accessor Funds determines that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to Accessor Funds, or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services service or that another broker broker/dealer may be willing to charge the Fund Accessor Funds a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund . The Money Manager shall have the right to may reject any request for directed brokerage that transactions giving rise to brokerage commissions, in an amount is reasonably deemed to be agreed upon by inconsistent with the Fund Manager and the Portfolio Money Manager, shall be executed by brokers and dealers that provide brokerage or research services 's duty to the Fund Manager, or seek best execution as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealerdescribed above. C. The Portfolio Accessor Funds agrees that it will provide the Money Manager shall with a list of broker/dealers which are "affiliated persons" of Accessor Funds and its other money managers. Upon receipt of such list, the Money Manager agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker or broker/dealer which is an “"affiliated person” " (as defined in the 1940 Act) of the Fund, the Portfolio Manager Accessor Funds or of any other portfolio money manager for Accessor Funds unless it is in accordance with Rule 17e-1 of the Fund without 1940 Act and the prior written approval procedures of Accessor Funds and/or the Manager. D. As used in this paragraph 6, "brokerage and research services" shall be those services described in Section 28(e)(3) of the Fund. The Fund Manager will provide the Portfolio Manager with a list Securities Exchange Act of brokers and dealers which are “affiliated persons” of the Fund or its portfolio managers1934, as amended.

Allocation of Brokerage. The Portfolio Money Manager shall have authority and discretion to select brokers and broker/dealers to execute portfolio transactions initiated by the Portfolio Manager Money Manager, and for the Portfolio Manager Account, and to select selection of the markets on or on/in which the transaction will be executed. A. In doing so, the Portfolio Money Manager’s 's primary responsibility objective shall be to seek select a broker/dealer that can be expected to obtain the best net price and execution for the FundAccessor Funds. However, this responsibility shall not be deemed to obligate the Portfolio Money Manager to solicit competitive bids for each transaction or transaction; and the Money Manager shall have no obligation to seek the lowest available commission cost to the FundAccessor Funds, so long as the Portfolio Money Manager reasonably believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker or broker/dealer selected by it can be expected to obtain a “the best execution” market price on the a particular transaction and determines in good faith that the commission cost is reasonable in relation to the value total quality and reliability of the brokerage and research services (as defined in Section 28(e)(3) of made available by the Securities Exchange Act of 1934) provided by such broker or broker/dealer to the Portfolio Money Manager viewed in terms of either that particular transaction or of the Portfolio Money Manager’s 's overall responsibilities with respect to its clients, including the FundAccessor Funds, as to which the Portfolio Money Manager exercises investment discretion, notwithstanding that Accessor Funds may not be the direct or exclusive beneficiary of any such services or that another broker/dealer may be willing to charge Accessor Funds a lower commission on the particular transaction. B. Accessor Funds shall retain the right to request that transactions involving the Account that give rise to brokerage commissions in an annual amount of up to 50% of the Money Manager's executed brokerage commissions, shall be executed by broker/dealers which provide brokerage or research services to Accessor Funds or its Manager, or as to which an ongoing relationship will be of value to Accessor Funds with respect to the Fund, which services and relationship may, but need not, be of direct benefit to the Fund so long as (i) the Money Manager believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker/dealer can be expected to obtain the best price on a particular transaction and (ii) Accessor Funds determines that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to Accessor Funds, or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services service or that another broker broker/dealer may be willing to charge the Fund Accessor Funds a lower commission on the particular transaction. B. Subject . The Money Manager may reject any request for directed brokerage that does not appear to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount it to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealerreasonable. C. The Portfolio Accessor Funds agrees that it will provide the Money Manager shall with a list of broker/dealers which are "affiliated persons" of Accessor Funds and its other money managers. Upon receipt of such list, the Money Manager agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker or broker/dealer which is an “"affiliated person” " (as defined in the 1940 Act) of Accessor Funds or of any money manager for Accessor Funds unless it is in accordance with the Fundprocedures of Accessor Funds. D. As used in this paragraph 6, the Portfolio Manager or any other portfolio manager "brokerage and research services" shall be those services described in Section 28(e)(3) of the Fund without the prior written approval Securities Exchange Act of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “affiliated persons” of the Fund or its portfolio managers1934, as amended.

Allocation of Brokerage. The Portfolio Manager When so authorized by the Manager, the Advisor shall have the authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager Advisor, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed. A. In doing so, the Portfolio Manager’s Advisor will give primary consideration to securing the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that responsiveness of the broker or dealer selected and the brokerage and research services provided by the broker or dealer. Consistent with this policy, the Advisor may select brokers or dealers who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the other accounts over which it can be expected exercises investment discretion. It is understood that neither the Trust, the Manager nor the Advisor have adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Manager and/or the Advisor have access to obtain supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a “best execution” market price higher commission to the Fund than may result when allocating brokerage to other brokers on the particular transaction basis of seeking the lowest commission. Therefore, if so authorized by the Manager, the Advisor is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice, provided that the Manager determines in good faith that the amount of the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such the executing broker or dealer to the Portfolio Manager dealer. The determination may be viewed in terms of either that a particular transaction or of the Portfolio Manager’s 's overall responsibilities with respect to its the Fund and to the other accounts over which it exercises investment discretion. It is understood that although the information may be useful to the Trust, the Manager and the Advisor, it is not possible to place a dollar value on such information. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution, the Manager may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute portfolio transactions of the Fund. On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, including the Advisor, if so authorized by the Manager and to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund with respect to the Fund and to such other clients. For each fiscal quarter of the Fund, as the Advisor shall prepare and render reports to the Manager and the Trust's Board of Trustees of the total brokerage business placed by the Advisor and the manner in which the Portfolio Manager exercises investment discretion, notwithstanding that allocation has been accomplished. Such reports shall set forth at a minimum the Fund may not information required to be maintained by Rule 31a-1(b)(9) under the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transactionAct. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request Advisor agrees that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship it will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account Fund's account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the FundTrust, the Portfolio Manager or any other portfolio manager of the Fund Advisor without the prior written approval of the FundManager. The Fund Manager agrees that it will provide the Portfolio Manager Advisor with a list of brokers and dealers which are “"affiliated persons” " of the Fund Trust, the Manager or its portfolio managersthe Advisor.

Allocation of Brokerage. The Portfolio Manager Subadvisor shall have authority and discretion to select brokers brokers, dealers and dealers futures commission merchants to execute portfolio transactions initiated by the Portfolio Manager Subadvisor, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed. A. (a) In doing so, the Portfolio ManagerSubadvisor’s primary responsibility shall be to seek to obtain the best net price and execution for the Fund. However, this responsibility shall not be deemed to obligate the Portfolio Manager Subadvisor to solicit competitive bids for each transaction or transaction, and the Subadvisor shall have no obligation to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes Subadvisor determines that the broker broker, dealer or dealer selected by it can be expected futures commission merchant is able to obtain a “the best execution” market net price on and execution for the particular transaction taking into account all factors the Subadvisor deems relevant, including, but not limited to, the breadth of the market in the security or commodity, the price, the financial condition and determines in good faith that execution capability of the broker, dealer or futures commission cost is reasonable in relation to merchant and the value reasonableness of any commission for the specific transaction and on a continuing basis. The Subadvisor may consider the brokerage and research services (as defined in Section 28(e)(328(e) of the Securities Exchange Act of 1934, as amended) provided made available by such the broker or dealer to the Portfolio Manager Subadvisor viewed in terms of either that particular transaction or of the Portfolio ManagerSubadvisor’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund (b) The Manager shall have the right to request that specified transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio ManagerSubadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Fund Account, so long as (i) the Manager Account. Notwithstanding any other provision determines that the broker or dealer is able to obtain the best net price and execution on a particular transaction and (ii) the Manager determines that the commission cost is reasonable in relation to the total quality and reliability of this Agreementthe brokerage and research services made available to the Fund or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Portfolio Manager shall Fund Account may not be responsible under paragraph A above with respect to transactions executed through the direct or exclusive beneficiary of any such service or that another broker or dealermay be willing to charge the Fund a lower commission on the particular transaction. C. (c) The Portfolio Manager shall Subadvisor agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker broker, dealer or dealer futures commission merchant which is an “affiliated person” (as defined in the Act) of the Fund, Trust or of the Portfolio Manager or of any other portfolio manager of subadvisor, including Subadvisor, for the Fund without Trust except in accordance with procedures adopted by the prior written approval of the FundTrustees. The Fund Manager agrees that it will provide the Portfolio Manager Subadvisor with a list of brokers and dealers which are “affiliated persons” of the Fund Trust, the Manager or its portfolio managersthe Trust’s subadvisors.

Allocation of Brokerage. The Portfolio Manager Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Sub-Adviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions initiated by the Portfolio Manager Sub-Adviser, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed, subject to the following and subject to conformance with the policies and procedures disclosed in the Fund's Prospectus and Statement of Additional Information and the policies and procedures adopted by the Fund's Board of Trustees provided that with respect to procedures governing transactions involving affiliates such as those adopted pursuant to the 1940 Act. Rule 17a-7, Rule 17e-1 and Rule 10f-3, such procedures will identify any affiliate of the Adviser and the Series, other than affiliates of the Sub-Adviser. The Sub-Advisor shall not bear any responsibility and shall be released from any loss or cost which results from entering into a trade pursuant to the Series' Rule 17a-7, 17e-1 or 10f-3 procedures with any affiliated entity, other than affiliates of the Sub-Advisor, not specifically identified to the Sub-Advisor by the Advisor. A. a. In doing soexecuting portfolio transactions, the Portfolio Manager’s Sub-Adviser will give primary responsibility shall consideration to securing the best execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to seek any such transaction or other transactions to obtain best net price which other clients of the Sub-Adviser may be a party. It is understood that neither the Fund, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and execution market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Series with certain such brokers, subject to review by the Fund's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients of the Sub-Adviser. The Sub-Adviser is also authorized to place orders with certain brokers for services deemed by the Adviser to be beneficial for the Fund. However; and the Sub-Adviser shall follow the directions of the Adviser or the Fund in this regard. b. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Series as well as other clients of the Sub-Adviser, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost Sub-Adviser, to the Fundextent permitted by applicable laws and regulations, so long as may, but shall be under no obligation to, aggregate the Portfolio Manager reasonably believes that the broker securities to be sold or dealer selected by it can be expected purchased in order to obtain a “the best execution” market price on . In such event, allocation of the particular transaction securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be equitable and determines in good faith that the commission cost is reasonable in relation consistent with its fiduciary obligations to the value Fund in respect of the brokerage Series and research services (as defined to such other clients. c. The Sub-Adviser may engage in agency transactions with any of its affiliated broker-dealers, subject to best execution, in accordance with Section 28(e)(311(a) of the Securities Exchange Act of 19341934 and Rule 11a2-2(T) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or thereunder, Section 17(e) of the Portfolio Manager’s overall responsibilities with respect 1940 Act and Rule 17e-1 thereunder and other applicable laws and regulations. Sub-Adviser agrees not to its clients, including conduct any brokerage activity with: (i) the principal underwriter of the Fund, as to which 's shares; or (ii) an affiliated person of such principal underwriter. The Adviser agrees that it will provide the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary Sub-Adviser with written notice of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transactionaffiliated brokers and dealers. B. Subject to the requirements of paragraph A above, the Fund Manager d. The Adviser shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services render regular reports to the Fund Managerof the total brokerage business placed and the manner in which the allocation has been accomplished. e. The Adviser hereby agrees and consents that the Sub-Adviser and its affiliates are authorized to execute agency cross transactions (collectively "Cross transactions") for the Series provided such transactions comply with Rule 206(3)-2 under the Investment Advisers Act of 1940 ("Advisers Act"), Rule 17e-1 under the 1940 Act and any other applicable laws or regulations. Cross transactions are transactions which may be effected by the Sub-Adviser or its affiliates acting as broker for both the Series and the counterparty to the transaction. Cross transactions enable the Sub-Adviser to purchase or sell a block of securities for an account at a set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with such purchase or sell order. However, the Adviser should note that the Sub-Adviser has a potentially conflicting division of loyalties and responsibilities regarding both parties to Cross transactions and that the Sub-Adviser, or as to which an on-going relationship will be of value to the Fund in the management any of its assetsaffiliates, which services if acting as broker; may receive commissions from both parties to such transactions. The Sub-Adviser acknowledges that it is prohibited from recommending any Cross transactions to its advisory clients on both sides of the transaction and relationship may, but need not, be of direct benefit understands that its authority as the Sub-Adviser to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio Cross transactions for the Portfolio Manager Account is terminable at will without penalty, effective upon receipt by the Sub-Adviser of written notice from the Adviser, and that the failure to terminate such authorization will result in its continuation. In connection with a broker or dealer which is an “affiliated person” (as defined in the Act) of the Fundany agency Cross transactions, the Portfolio Manager or any other portfolio manager of the Fund without the prior written approval of the Fund. The Fund Manager Sub-Adviser will provide the Portfolio Manager Series with a list confirming letter describing the details of brokers such trades, and dealers which are “affiliated persons” other reports or information that the Series may reasonably request. The Sub-Adviser will disclose to the Series the commissions received by the Sub-Adviser or its affiliates for executing the other side of the Fund or its portfolio managerstransaction.

Allocation of Brokerage. The Portfolio Manager Adviser shall have the authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager Adviser, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed. A. In doing so, the Portfolio Manager’s Adviser will give primary consideration to securing the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that responsiveness of the broker or dealer selected and the brokerage and research services provided by the broker or dealer. Consistent with this policy, the Adviser may select brokers or dealers who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the other accounts over which it can be expected exercises investment discretion. It is understood that neither the Fund, the Manager nor the Adviser have adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Adviser have access to obtain supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a “best execution” market price higher commission to the Fund than may result when allocating brokerage to other brokers on the particular transaction basis of seeking the lowest commission. Therefore, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice, provided that the Adviser determines in good faith that the amount of the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such the executing broker or dealer to the Portfolio Manager dealer. The determination may be viewed in terms of either that a particular transaction or of the Portfolio Manager’s Adviser's overall responsibilities with respect to its the Fund and to the other accounts over which it exercises investment discretion. It is understood that although the information may be useful to the Trust and the Adviser, it is not possible to place a dollar value on such information. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution, the Adviser may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute portfolio transactions of the Fund. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, including the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund with respect to the Fund and to such other clients. For each fiscal quarter of the Fund, as the Adviser shall prepare and render reports to the Manager and the Trust's Board of Trustees of the total brokerage business placed and the manner in which the Portfolio Manager exercises investment discretion, notwithstanding that allocation has been accomplished. Such reports shall set forth at a minimum the Fund may not information required to be maintained by Rule 31a-1(b)(9) under the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transactionAct. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request Adviser agrees that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship it will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account Fund's account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the FundTrust, the Portfolio Manager Manager, the Adviser or any other portfolio manager of the Fund Trust without the prior written approval of the FundManager. The Fund Manager agrees that it will provide the Portfolio Manager Adviser with a list of brokers and dealers which are “"affiliated persons” " of the Fund Trust, the Manager or its portfolio managersthe Adviser.

Allocation of Brokerage. The Portfolio Subject to the provisions of this Section 7 and any restrictions described in Section 4, Money Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager Money Manager, and for the Portfolio Manager Account, and to select selection of the markets on or on/in which the transaction will be executed. A. (a) In doing so, the Portfolio Money Manager’s 's primary responsibility objective shall be to seek to select a broker-dealer that can be expected to obtain the best net price and execution for the FundInvestment Company. However, this responsibility shall not be deemed to obligate the Portfolio Money Manager to solicit competitive bids for each transaction or transaction; and Money Manager shall have no obligation to seek the lowest available commission cost to the FundInvestment Company, so long as Money Manager believes in good faith, based upon its knowledge of the Portfolio Manager reasonably believes capabilities of the firm selected, that the broker or dealer selected by it can be expected to obtain a “the best execution” market price on the a particular transaction and determines in good faith that the commission cost is reasonable in relation to the value total quality and reliability of the brokerage and research services (as defined in Section 28(e)(3) of made available by the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Money Manager viewed in terms of either that particular transaction or of the Portfolio Money Manager’s 's overall responsibilities with respect to its clients, including the FundInvestment Company, as to which the Portfolio Money Manager exercises investment discretion, ]notwithstanding that the Fund Investment Company may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Investment Company a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager (b) FRIMCo shall have retain the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager FRIMCo and the Portfolio Money Manager, shall be executed by brokers and dealers that which provide brokerage or research services to the Fund ManagerFRIMCo, or as to which an on-going ongoing relationship will be of value to the Fund FRIMCo in the its management of its assetsthe Fund(s), which services and relationship may, but need not, be of direct benefit to the Portfolio Fund Account, so long as (i) Money Manager Account. Notwithstanding any other provision believes in good faith, based upon its knowledge of this Agreementthe capabilities of the firm selected, that the Portfolio Manager shall broker or dealer can be expected to obtain the best price on a particular transaction and (ii) FRIMCo determines that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to FRIMCo for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Fund Account may not be responsible under paragraph A above with respect to transactions executed through the direct or exclusive beneficiary of any such service or that another broker or dealermay be willing to charge a lower commission on the particular transaction. C. The Portfolio (c) Money Manager shall agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager of the Fund Investment Company without the prior written approval of the FundInvestment Company. The Fund Manager Investment Company agrees that it will provide the Portfolio Money Manager with a list of brokers and dealers which that are “"affiliated persons” " of the Fund or its portfolio managersInvestment Company. (d) As used in this Section 7, "brokerage and research services" shall have the meaning defined in Section 28(e)(3) of the Securities Exchange Act of 1934.

Allocation of Brokerage. The Portfolio Money Manager shall have authority and discretion to select broker/dealers and to establish brokerage accounts with such brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager Money Manager, and for the Portfolio Manager Account, and to select selection of the markets on or on/in which the transaction will be executed. A. In doing so, the Portfolio Money Manager’s 's primary responsibility objective shall be to seek select a broker/dealer that can be expected to obtain best net price and execution for the FundAccessor Funds. However, this responsibility shall not be deemed to obligate the Portfolio Money Manager to solicit competitive bids for each transaction or transaction; and the Money Manager shall have no obligation to seek the lowest available commission cost to the FundAccessor Funds, so long as the Portfolio Money Manager reasonably believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker or broker/dealer selected by it can be expected to obtain best execution on a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value total quality and reliability of the brokerage and research services (as defined in Section 28(e)(3) of made available by the Securities Exchange Act of 1934) provided by such broker or broker/dealer to the Portfolio Money Manager viewed in terms of either that particular transaction or of the Portfolio Money Manager’s 's overall responsibilities with respect to its clients, including the FundAccessor Funds, as to which the Portfolio Money Manager exercises investment discretion, notwithstanding that the Fund Accessor Funds may not be the direct or exclusive beneficiary of any such services or that another broker broker/dealer may be willing to charge the Fund Accessor Funds a lower commission on the particular transaction. B. Subject to Accessor Funds agrees that it will provide the requirements Money Manager with a list of paragraph A abovebroker/dealers which are "affiliated persons" of Accessor Funds and its other money managers and will be solely responsible for keeping the names on the list current. Upon receipt of such list, the Fund Money Manager shall have the right to request agrees that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship it will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a broker or broker/dealer which is on the list that has been identified as an “"affiliated person” " (as defined in the 1940 Act) of Accessor Funds or of any money manager for Accessor Funds except as permitted by the Fund1940 Act, and the Portfolio Manager or any other portfolio manager rules adopted thereunder. C. As used in this paragraph 6, "brokerage and research services" shall be those services described in Section 28(e)(3) of the Fund without the prior written approval Securities Exchange Act of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “affiliated persons” of the Fund or its portfolio managers1934, as amended.

Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager Account, and to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s 's primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a itself or any broker or dealer which is an “"affiliated person” " (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager Portfolio Manager of the Fund without the prior written approval of the Fund except in accordance with SEC Exemptive Order No. 24288 dated February 15, 2000, a copy of which has been furnished to the Portfolio Manager, and Rule 17e-1 procedures as approved by the Fund's Trustees from time to time. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “"affiliated persons” " of the Fund or its portfolio managersPortfolio Managers.

Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager Account, and to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is an “affiliated person” (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager of the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “affiliated persons” of the Fund or its portfolio managers.

Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager Account, and to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s 's primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager of the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “"affiliated persons” " of the Fund or its portfolio managers.

Allocation of Brokerage. The Portfolio Manager Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Adviser or Sub-Adviser) to execute portfolio transactions initiated by the Portfolio Manager for Sub-Adviser, subject to conformance with the Portfolio Manager Account, policies and procedures disclosed in the Fund's Prospectus and Statement of Additional Information and the policies and procedures adopted by the Trust's Board of Trustees. The Adviser will advise the Sub-Adviser of such selection in writing. The Adviser also may delegate to the Sub-Adviser the authority set forth in this Section 7 to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers (including brokers that provide brokerage may be affiliates of the Adviser or research services Sub-Adviser) to execute portfolio transactions initiated by the Sub-Adviser by providing written notice of such delegation to the Fund ManagerSub-Adviser and receiving written confirmation from the Sub-Adviser accepting such delegation. a. In executing portfolio transactions, the Adviser will give primary consideration to securing best execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or as dealers who may effect or be a party to any such transaction or other transactions to which an onother clients of the Adviser or Sub-going relationship Adviser may be a party. Therefore, the Adviser, not the Sub-Adviser, will be of value responsible for securing best execution on portfolio transactions initiated by the Sub-Adviser. b. In retaining the discretion to select brokers and dealers, the Adviser acknowledges that the price the Fund in Account pays or receives for a security may be different from the management of its assets, which services and relationship may, but need not, be of direct benefit to price paid or received by Sub-Adviser's other clients who utilize different brokers than the Portfolio Manager Fund Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. c. The Portfolio Manager shall Adviser agrees that it will not execute any portfolio transactions for the Portfolio Manager Fund Account with a broker or dealer which is (i) an “affiliated person” person of the Trust, including the Adviser or any Sub-Adviser for any Portfolio of the Trust; or (ii) a principal underwriter of the Trust's shares, unless such transactions are executed in accordance with Rule 17e-1 of the 1940 Act and the Trust's Rule 17e-1 procedures, as defined adopted in accordance with Rule 17e-1. d. In the event the Adviser delegates the authority to the Sub-Adviser to select brokers and dealers to execute transactions on behalf of the Fund: (1) the Sub-Adviser agrees that it will not execute any portfolio transactions for the Fund Account with a broker or dealer which is (i) an affiliated person of the Trust, the Adviser or any sub-adviser for any Portfolio of the Trust; (ii) a principal underwriter of the Trust's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-1 of the 1940 Act and the Trust's Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of the 1940 and the Trust's Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers; and (2) the Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Fund, which is advising the Portfolio Manager Fund, concerning the Sub-Adviser or any other portfolio manager of its affiliated persons' transactions with the Fund without the prior written approval in securities or other assets of the Fund. The Fund Manager , and (ii) will provide the Portfolio Manager be limited to providing investment advice with a list of brokers and dealers which are “affiliated persons” of respect to the Fund or its portfolio managersAccount.

Allocation of Brokerage. The Portfolio Manager When so authorized by the Manager, the Adviser shall have the authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager Adviser, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed. A. In doing so, the Portfolio Manager’s Adviser will give primary consideration to securing the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that responsiveness of the broker or dealer selected and the brokerage and research services provided by the broker or dealer. Consistent with this policy, the Adviser may select brokers or dealers who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the other accounts over which it can be expected exercises investment discretion. It is understood that neither the Trust, the Manager nor the Adviser have adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Manager and/or the Adviser have access to obtain supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a “best execution” market price higher commission to the Fund than may result when allocating brokerage to other brokers on the particular transaction basis of seeking the lowest commission. Therefore, if so authorized by the Manager, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice, provided that the Manager determines in good faith that the amount of the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such the executing broker or dealer to the Portfolio Manager dealer. The determination may be viewed in terms of either that a particular transaction or of the Portfolio Manager’s 's overall responsibilities with respect to its the Fund and to the other accounts over which it exercises investment discretion. It is understood that although the information may be useful to the Trust, the Manager and the Adviser, it is not possible to place a dollar value on such information. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution, the Manager may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute portfolio transactions of the Fund. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, including the Adviser, if so authorized by the Manager and to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund with respect to the Fund and to such other clients. For each fiscal quarter of the Fund, as the Adviser shall prepare and render reports to the Manager and the Trust's Board of Trustees of the total brokerage business placed by the Adviser and the manner in which the Portfolio Manager exercises investment discretion, notwithstanding that allocation has been accomplished. Such reports shall set forth at a minimum the Fund may not information required to be maintained by Rule 31a-1(b)(9) under the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transactionAct. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request Adviser agrees that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship it will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account Fund's account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the FundTrust, the Portfolio Manager or any other portfolio manager of the Fund Adviser without the prior written approval of the FundManager. The Fund Manager agrees that it will provide the Portfolio Manager Adviser with a list of brokers and dealers which are “"affiliated persons” " of the Fund Trust, the Manager or its portfolio managersthe Adviser.

Allocation of Brokerage. The Portfolio Money Manager shall have authority and discretion to select brokers and broker/dealers to execute portfolio transactions initiated by the Portfolio Manager Money Manager, and for the Portfolio Manager Account, and to select selection of the markets on or on/in which the transaction will be executed. A. In doing so, the Portfolio Money Manager’s 's primary responsibility objective shall be to seek select a broker/dealer that can be expected to obtain the best net price and execution for the FundAccessor Funds. However, this responsibility shall not be deemed to obligate the Portfolio Money Manager to solicit competitive bids for each transaction or transaction; and the Money Manager shall have no obligation to seek the lowest available commission cost to the FundAccessor Funds, so long as the Portfolio Money Manager reasonably believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker or broker/dealer selected by it can be expected to obtain a “the best execution” market price on the a particular transaction and determines in good faith that the commission cost is reasonable in relation to the value total quality and reliability of the brokerage and research services (as defined in Section 28(e)(3) of made available by the Securities Exchange Act of 1934) provided by such broker or broker/dealer to the Portfolio Money Manager viewed in terms of either that particular transaction or of the Portfolio Money Manager’s 's overall responsibilities with respect to its clients, including the FundAccessor Funds, as to which the Portfolio Money Manager exercises investment discretion, notwithstanding that Accessor Funds may not be the direct or exclusive beneficiary of any such services or that another broker/dealer may be willing to charge Accessor Funds a lower commission on the particular transaction. B. Accessor Funds shall retain the right to request that transactions involving the Account that give rise to brokerage commissions in an annual amount of up to 50% of the Money Manager's executed brokerage commissions, shall be executed by broker/dealers which provide brokerage or research services to Accessor Funds or its Manager, or as to which an ongoing relationship will be of value to Accessor Funds with respect to the Fund, which services and relationship may, but need not, be of direct benefit to the Fund so long as (i) the Money Manager believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker/dealer can be expected to obtain the best price on a particular transaction and (ii) Accessor Funds determines that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to Accessor Funds, or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services service or that another broker broker/dealer may be willing to charge the Fund Accessor Funds a lower commission on the particular transaction. B. Subject . The Money Manager may reject any request for directed brokerage that does not appear to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount it to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealerreasonable. C. The Portfolio Accessor Funds agrees that it will provide the Money Manager shall with a list of broker/dealers which are "affiliated persons" of Accessor Funds and its other money managers. Upon receipt of such list, the Money Manager agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker or broker/dealer which is an “"affiliated person” " (as defined in the 1940 Act) of the Fund, the Portfolio Manager Accessor Funds or of any other portfolio money manager of the Fund for Accessor Funds without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers Accessor Funds. D. As used in this paragraph 6, "brokerage and dealers which are “affiliated persons” research services" shall be those services described in Section 28(e)(3) of the Fund or its portfolio managersSecurities Exchange Act of 1934, as amended.

Allocation of Brokerage. The Portfolio Money Manager shall have authority and discretion to select brokers and brokers/dealers to execute portfolio transactions initiated by the Portfolio Manager Money Manager, and for the Portfolio Manager Account, and to select selection of the markets on or on/in which the transaction will be executed. A. In doing so, the Portfolio Money Manager’s 's primary responsibility objective shall be to seek select a broker/dealer that can be expected to obtain the best net price and execution for the FundAccessor Funds. However, this responsibility shall not be deemed to obligate the Portfolio Money Manager to solicit competitive bids for each transaction or transaction; and the Money Manager shall have no obligation to seek the lowest available commission cost to the FundAccessor Funds, so long as Money Manager believes in good faith, based upon its knowledge of the Portfolio Manager reasonably believes capabilities of the firm selected, that the broker or dealer selected by it can be expected to obtain a “the best execution” market price on the a particular transaction and determines in good faith that the commission cost is reasonable in relation to the value total quality and reliability of the brokerage and research services (as defined in Section 28(e)(3) of made available by the Securities Exchange Act of 1934) provided by such broker or broker/dealer to the Portfolio Money Manager viewed in terms of either that particular transaction or of the Portfolio Money Manager’s 's overall responsibilities with respect to its clients, including the FundAccessor Funds, as to which the Portfolio Money Manager exercises investment discretion, notwithstanding that Accessor Funds may not be the direct or exclusive beneficiary of any such services or that another broker/dealer may be willing to charge Accessor Funds a lower commission on the particular transaction. B. Accessor Funds shall retain the right to request that transactions involving the Account that give rise to brokerage commissions in an annual amount of up to 50% of the Money Manager's executed brokerage commissions, shall be executed by broker/dealers which provide brokerage or research services to Accessor Funds or its Manager, or as to which an ongoing relationship will be of value to Accessor Funds with respect to the Fund, which services and relationship may, but need not, be of direct benefit to the Fund so long as (i) the Money Manager believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker/dealer can be expected to obtain the best price on a particular transaction and (ii) Accessor Funds determines that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to Accessor Funds, or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services service or that another broker broker/dealer may be willing to charge the Fund Accessor Funds a lower commission on the particular transaction. B. Subject . The Money Manager may reject any request for directed brokerage that does not appear to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount it to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealerreasonable. C. The Portfolio Accessor Funds agrees that it will provide the Money Manager shall with a list of broker/dealers which are "affiliated persons" of Accessor Funds and its other money managers. Upon receipt of such list, the Money Manager agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker or broker/dealer which is an “"affiliated person” " (as defined in the Act1▇▇▇ ▇▇▇) of Accessor Funds or of any money manager for Accessor Funds unless it is in accordance with the procedures of Accessor Funds. D. As used in this paragraph 6, "brokerage and research services" shall be those services described in Section 28(e)(3) of the FundSecurities Exchange Act of 1934, the Portfolio Manager or any other portfolio manager of the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “affiliated persons” of the Fund or its portfolio managersas amended.

Allocation of Brokerage. The Portfolio Money Manager shall have authority and discretion to select broker/dealers and to establish brokerage accounts with such brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager Money Manager, and for the Portfolio Manager Account, and to select selection of the markets on or on/in which the transaction will be executed. A. In doing so, the Portfolio Money Manager’s 's primary responsibility objective shall be to seek select a broker/dealer that can be expected to obtain the best net price and execution for the FundAccessor Funds. However, this responsibility shall not be deemed to obligate the Portfolio Money Manager to solicit competitive bids for each transaction or transaction; and the Money Manager shall have no obligation to seek the lowest available commission cost to the FundAccessor Funds, so long as the Portfolio Money Manager reasonably believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker or broker/dealer selected by it can be expected to obtain a “the best execution” market price on the a particular transaction and determines in good faith that the commission cost is reasonable in relation to the value total quality and reliability of the brokerage and research services (as defined in Section 28(e)(3) of made available by the Securities Exchange Act of 1934) provided by such broker or broker/dealer to the Portfolio Money Manager viewed in terms of either that particular transaction or of the Portfolio Money Manager’s 's overall responsibilities with respect to its clients, including the FundAccessor Funds, as to which the Portfolio Money Manager exercises investment discretion, notwithstanding that Accessor Funds may not be the direct or exclusive beneficiary of any such services or that another broker/dealer may be willing to charge Accessor Funds a lower commission on the particular transaction. B. Accessor Funds shall retain the right to request that transactions involving the Account that give rise to brokerage commissions in an annual amount of up to 50% of the Money Manager's executed brokerage commissions, shall be executed by broker/dealers which provide brokerage or research services to Accessor Funds or its Manager, or as to which an ongoing relationship will be of value to Accessor Funds with respect to the Fund, which services and relationship may, but need not, be of direct benefit to the Fund so long as (i) the Money Manager believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker/dealer can be expected to obtain the best price on a particular transaction and (ii) Accessor Funds has determined that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to Accessor Funds, or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services service or that another broker broker/dealer may be willing to charge the Fund Accessor Funds a lower commission on the particular transaction. B. Subject . The Money Manager may reject any request for directed brokerage that does not appear to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount it to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealerreasonable. C. The Portfolio Accessor Funds agrees that it will provide the Money Manager shall with a list of broker/dealers which are "affiliated persons" of Accessor Funds and its other money managers. Upon receipt of such list, the Money Manager agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker or broker/dealer which is an “"affiliated person” " (as defined in the 1940 Act) of Accessor Funds or of any money manager for Accessor Funds except as permitted by the Fund1940 Act. D. As used in this paragraph 6, the Portfolio Manager or any other portfolio manager "brokerage and research services" shall be those services described in Section 28(e)(3) of the Fund without the prior written approval Securities Exchange Act of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “affiliated persons” of the Fund or its portfolio managers1934, as amended.

Allocation of Brokerage. The Portfolio Asset Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager Asset Manager, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Asset Manager’s primary responsibility shall be to seek to obtain the best net price and execution for the Fund. However, this responsibility shall not be deemed to obligate the Portfolio Asset Manager to solicit competitive bids for each transaction or transaction, and the Asset Manager shall have no obligation to seek the lowest available commission cost to the Fund, so long as the Portfolio Asset Manager reasonably believes determines that the broker or dealer selected by it can be expected is able to obtain a “the best execution” market net price on and execution for the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value total quality and reliability of the brokerage and research services (as defined in Section 28(e)(3) of made available by the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Asset Manager viewed in terms of either that particular transaction or of the Portfolio Asset Manager’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Asset Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund The Manager shall have the right to request that specified transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Asset Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Account(s), so long as (i) the Manager Account. Notwithstanding any other provision determines that the broker or dealer is able to obtain the best net price and execution on a particular transaction and (ii) the Manager determines that the commission cost is reasonable in relation to the total quality and reliability of this Agreementthe brokerage and research services made available to the Fund or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Portfolio Manager shall Account(s) may not be responsible under paragraph A above with respect to transactions executed through the direct or exclusive beneficiary of any such service or that another broker or dealermay be willing to charge the Fund a lower commission on the particular transaction. C. The Portfolio Asset-Manager shall agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is an “affiliated person” (as defined in the Act) of the Fund, Fund or of the Portfolio Manager or of any other portfolio asset manager of for the Fund without the prior written approval of the Fund. The Fund Manager agrees that it will provide the Portfolio Asset Manager with a list of brokers and dealers which are “affiliated persons” of the Fund Fund, the Manager or its portfolio the Fund’s asset managers. D. As used in this paragraph 6, “brokerage and research services” shall have the meaning set forth in Section 28(e)(3) of the Securities Exchange Act of 1934 and such interpretations as shall be published by the Securities and Exchange Commission from time to time.

Allocation of Brokerage. The Portfolio Asset Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager Asset Manager, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Asset Manager’s 's primary responsibility shall be to seek to obtain the best net price and execution for the Fund. However, this responsibility shall not be deemed to obligate the Portfolio Asset Manager to solicit competitive bids for each transaction or transaction, and the Asset Manager shall have no obligation to seek the lowest available commission cost to the Fund, so long as the Portfolio Asset Manager reasonably believes determines that the broker or dealer selected by it can be expected is able to obtain a “the best execution” market net price on and execution for the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value total quality and reliability of the brokerage and research services (as defined in Section 28(e)(3) of made available by the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Asset Manager viewed in terms of either that particular transaction or of the Portfolio Asset Manager’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Asset Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund The Manager shall have the right to request that specified transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Asset Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Account(s), so long as (i) the Manager Account. Notwithstanding any other provision determines that the broker or dealer is able to obtain the best net price and execution on a particular transaction and (ii) the Manager determines that the commission cost is reasonable in relation to the total quality and reliability of this Agreementthe brokerage and research services made available to the Fund or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Portfolio Manager shall Account(s) may not be responsible under paragraph A above with respect to transactions executed through the direct or exclusive beneficiary of any such service or that another broker or dealermay be willing to charge the Fund a lower commission on the particular transaction. C. The Portfolio Asset-Manager shall agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the Fund, Fund or of the Portfolio Manager or of any other portfolio asset manager of for the Fund without the prior written approval of the Fund. The Fund Manager agrees that it will provide the Portfolio Asset Manager with a list of brokers and dealers which are “"affiliated persons” " of the Fund Fund, the Manager or its portfolio the Fund's asset managers. D. As used in this paragraph 6, "brokerage and research services" shall have the meaning set forth in Section 28(e)(3) of the Securities Exchange Act of 1934 and such interpretations as shall be published by the Securities and Exchange Commission from time to time.

Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager AccountManager, and to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s 's primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the The Fund Manager shall have the right to request that transactions giving rise to brokerage commissionscommissions shall be executed by brokers and dealers (and in amounts), in an amount to be agreed upon by from time to time between the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide or make available brokerage or research services to the Fund or the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Fund Account. Notwithstanding any other provision of this Agreement, the The Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Fund Account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager Portfolio Manager of the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “"affiliated persons” " of the Fund or its portfolio managersPortfolio Managers.

Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager Account, and to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s 's primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its 2 assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager Portfolio Manager of the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “"affiliated persons” " of the Fund or its portfolio managersPortfolio Managers.

Allocation of Brokerage. The Portfolio Manager Sub-Adviser shall have authority and discretion to select brokers brokers, dealers and dealers futures commission merchants to execute portfolio transactions initiated by the Portfolio Manager Sub-Adviser, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed. A. (a) In doing so, the Portfolio Manager’s Sub-Adviser's primary responsibility shall be to seek to obtain the best net price and execution for the Fund. However, this responsibility shall not be deemed to obligate the Portfolio Manager Sub-Adviser to solicit competitive bids for each transaction or transaction, and the Sub-Adviser shall have no obligation to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes Sub-Adviser determines that the broker broker, dealer or dealer selected by it can be expected futures commission merchant is able to obtain a “the best execution” market net price on and execution for the particular transaction taking into account all factors the Sub-Adviser deems relevant, including, but not limited to, the breadth of the market in the security or commodity, the price, the financial condition and determines in good faith that execution capability of the broker, dealer or futures commission cost is reasonable in relation to merchant and the value reasonableness of any commission for the specific transaction and on a continuing basis. The Sub-Adviser may consider the brokerage and research services (as defined in Section 28(e)(328(e) of the Securities Exchange Act of 1934, as amended) provided made available by such the broker or dealer to the Portfolio Manager Sub-Adviser viewed in terms of either that particular transaction or of the Portfolio Manager’s Sub-Adviser's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Sub-Adviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund (b) The Manager shall have the right to request that specified transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio ManagerSub-Adviser, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Fund Account, so long as (i) the Manager Account. Notwithstanding any other provision determines that the broker or dealer is able to obtain the best net price and execution on a particular transaction and (ii) the Manager determines that the commission cost is reasonable in relation to the total quality and reliability of this Agreementthe brokerage and research services made available to the Fund or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Portfolio Manager shall Fund Account may not be responsible under paragraph A above with respect to transactions executed through the direct or exclusive beneficiary of any such service or that another broker or dealermay be willing to charge the Fund a lower commission on the particular transaction. C. (c) The Portfolio Manager shall Sub-Adviser agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker broker, dealer or dealer futures commission merchant which is an “"affiliated person” " (as defined in the Act) of the Fund, Trust or of the Portfolio Manager or of any other portfolio manager of Sub-Adviser for the Fund without Trust except in accordance with procedures adopted by the prior written approval of the FundTrustees. The Fund Manager agrees that it will provide the Portfolio Manager Sub-Adviser with a list of brokers and dealers dealers, which are “"affiliated persons” " of the Fund Trust, the Manager or its portfolio managersthe Trust's Sub-Advisers.

Allocation of Brokerage. The Portfolio Manager Subadvisor shall have authority and discretion to select brokers brokers, dealers and dealers futures commission merchants to execute portfolio transactions initiated by the Portfolio Manager Subadvisor, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed. A. (a) In doing so, the Portfolio ManagerSubadvisor’s primary responsibility shall be to seek to obtain the best net price and execution for the Fund. However, this responsibility shall not be deemed to obligate the Portfolio Manager Subadvisor to solicit competitive bids for each transaction or transaction, and the Subadvisor shall have no obligation to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes Subadvisor determines that the broker broker, dealer or dealer selected by it can be expected futures commission merchant is able to obtain a “the best execution” market net price on and execution for the particular transaction taking into account all factors the Subadvisor deems relevant, including, but not limited to, the breadth of the market in the security or commodity, the price, the financial condition and determines in good faith that execution capability of the broker, dealer or futures commission cost is reasonable in relation to merchant and the value reasonableness of any commission for the specific transaction and on a continuing basis. The Subadvisor may consider the brokerage and research services (as defined in Section 28(e)(328(e) of the Securities Exchange Act of 1934, as amended) provided made available by such the broker or dealer to the Portfolio Manager Subadvisor viewed in terms of either that particular transaction or of the Portfolio ManagerSubadvisor’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund (b) The Manager shall have the right to request that specified transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio ManagerSubadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Fund Account, so long as (i) the Manager Account. Notwithstanding any other provision determines that the broker or dealer is able to obtain the best net price and execution on a particular transaction and (ii) the Manager determines that the commission cost is reasonable in relation to the total quality and reliability of this Agreementthe brokerage and research services made available to the Fund or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Portfolio Manager shall Fund Account may not be responsible under paragraph A above with respect to transactions executed through the direct or exclusive beneficiary of any such service or that another broker or dealermay be willing to charge the Fund a lower commission on the particular transaction. C. (c) The Portfolio Manager shall Subadvisor agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker broker, dealer or dealer futures commission merchant which is an “"affiliated person” " (as defined in the Act) of the Fund, Trust or of the Portfolio Manager or of any other portfolio manager of Subadvisor for the Fund without Trust except in accordance with procedures adopted by the prior written approval of the FundTrustees. The Fund Manager agrees that it will provide the Portfolio Manager Subadvisor with a list of brokers and dealers which are “"affiliated persons” " of the Fund Trust, the Manager or its portfolio managersthe Trust’s Subadvisors.

Allocation of Brokerage. The Portfolio Manager Subadvisor shall have authority and discretion to select brokers brokers, dealers and dealers futures commission merchants to execute portfolio transactions initiated by the Portfolio Manager Subadvisor, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed. A. (a) In doing so, the Portfolio ManagerSubadvisor’s primary responsibility shall be to seek to obtain the best net price and execution for the Fund. However, this responsibility shall not be deemed to obligate the Portfolio Manager Subadvisor to solicit competitive bids for each transaction or transaction, and the Subadvisor shall have no obligation to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes Subadvisor determines that the broker broker, dealer or dealer selected by it can be expected futures commission merchant is able to obtain a “the best execution” market price on execution for the particular transaction taking into account all factors the Subadvisor deems relevant, including, but not limited to, the breadth of the market in the security or commodity, the price, the financial condition and determines in good faith that execution capability of the broker, dealer or futures commission cost is reasonable in relation to merchant and the value reasonableness of any commission for the specific transaction and on a continuing basis. The Subadvisor may consider the brokerage and research services (as defined in Section 28(e)(328(e) of the Securities Exchange Act of 1934, as amended) provided made available by such the broker or dealer to the Portfolio Manager Subadvisor viewed in terms of either that particular transaction or of the Portfolio ManagerSubadvisor’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund (b) The Manager shall have the right to request that specified transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio ManagerSubadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Fund Account, so long as (i) the Manager Account. Notwithstanding any other provision determines that the broker or dealer is able to obtain the best net price and execution on a particular transaction and (ii) the Manager determines that the commission cost is reasonable in relation to the total quality and reliability of this Agreementthe brokerage and research services made available to the Fund or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Portfolio Manager shall Fund Account may not be responsible under paragraph A above with respect to transactions executed through the direct or exclusive beneficiary of any such service or that another broker or dealermay be willing to charge the Fund a lower commission on the particular transaction. C. (c) The Portfolio Manager shall Subadvisor agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker broker, dealer or dealer futures commission merchant which is an “affiliated person” (as defined in the Act) of the Fund, Trust or of the Portfolio Manager or of any other portfolio manager of subadvisor, including Subadvisor, for the Fund without Trust except in accordance with procedures adopted by the prior written approval of the FundTrustees. The Fund Manager agrees that it will provide the Portfolio Manager Subadvisor with a list of brokers and dealers which are “affiliated persons” of the Fund Trust, the Manager or its portfolio managersthe Trust’s subadvisors.

Allocation of Brokerage. The Portfolio Manager Subadvisor shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for Subadvisor on behalf of the Portfolio Manager AccountSeries with regard to the Assets, and to select the markets on or in which the transaction transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the 1934 Act. A. (▇) ▇▇▇ ▇ubadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) In doing soplacing orders for the sale and purchase of Series securities for the Fund, the Portfolio Manager’s Subadvisor's primary responsibility shall be to seek to obtain the best net price and execution for of orders at the Fundmost favorable prices. However, this responsibility shall not obligate the Portfolio Manager Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager Subadvisor reasonably believes that the broker or dealer selected by it can be expected to obtain a “provide "best execution” market price " on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services (services," as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) 1934 Act, provided by such broker or dealer to the Portfolio Manager Subadvisor, viewed in terms of either that particular transaction or of the Portfolio Manager’s Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. (d) Subject to the requirements of paragraph A aboveSubsections (a)-(d) of this Section, the Fund Manager Advisor shall have the right to request require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager Advisor and the Portfolio ManagerSubadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship that will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Portfolio Manager AccountSeries. Notwithstanding any other provision In addition, subject to Subsections (a)-(d) of this AgreementSection, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is an “affiliated person” (as defined in the Act) applicable Conduct Rules of the FundNational Association of Securities Dealers, Inc. and other applicable law, the Portfolio Manager Fund shall have the right to request that transactions be executed by brokers and dealers by or any other portfolio manager through whom sales of shares of the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “affiliated persons” of the Fund or its portfolio managersmade.

Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager AccountManager, and to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s 's primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissionscommissions shall be executed by brokers and dealers (and in amounts), in an amount to be agreed upon by from time to time between the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Fund Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Fund Account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager Portfolio Manager of the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “"affiliated persons” " of the Fund or its portfolio managersPortfolio Managers.

Allocation of Brokerage. The Portfolio Money Manager shall have authority and discretion to select broker/dealers and to establish brokerage accounts with such brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager Money Manager, and for the Portfolio Manager Account, and to select selection of the markets on or on/in which the transaction will be executed; provided, however, that any transactions or dealings with an affiliated broker/dealer by the Money Manager shall comply with Rule 17e 1 of the 1940 Act and with the procedures of Accessor Funds and/or the Manager in all respects. A. In doing so, the Portfolio Money Manager’s 's primary responsibility objective shall be to seek select a broker/dealer that can be expected to obtain best net price and execution for the FundAccessor Funds. However, this responsibility shall not be deemed to obligate the Portfolio Money Manager to solicit competitive bids for each transaction or transaction; and the Money Manager shall have no obligation to seek the lowest available commission cost to the FundAccessor Funds, so long as the Portfolio Money Manager reasonably believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker or broker/dealer selected by it can be expected to obtain best execution on a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value total quality and reliability of the brokerage and research services (as defined in Section 28(e)(3) of made available by the Securities Exchange Act of 1934) provided by such broker or broker/dealer to the Portfolio Money Manager viewed in terms of either that particular transaction or of the Portfolio Money Manager’s 's overall responsibilities with respect to its clients, including the FundAccessor Funds, as to which the Portfolio Money Manager exercises investment discretion, notwithstanding that the Fund Accessor Funds may not be the direct or exclusive beneficiary of any such services or that another broker broker/dealer may be willing to charge the Fund Accessor Funds a lower commission on the particular transaction. B. Subject to Accessor Funds agrees that it will provide the requirements Money Manager with a list of paragraph A abovebroker/dealers which are "affiliated persons" of Accessor Funds and its other money managers and Accessor Funds will be solely responsible for keeping the names on the list current. Upon receipt of such list, the Fund Money Manager shall have the right to request agrees that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship it will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a broker or broker/dealer which is on the list that has been identified as an “"affiliated person” " (as defined in the 1940 Act) of Accessor Funds or of any money manager for Accessor Funds except as permitted by the Fund1940 Act, and the Portfolio Manager or any other portfolio manager rules adopted thereunder. C. As used in this paragraph 6, "brokerage and research services" shall be those services described in Section 28(e)(3) of the Fund without the prior written approval Securities Exchange Act of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “affiliated persons” of the Fund or its portfolio managers1934, as amended.

Allocation of Brokerage. The Portfolio Money Manager shall have authority and discretion to select brokers and brokers/dealers to execute portfolio transactions initiated by the Portfolio Manager Money Manager, and for the Portfolio Manager Account, and to select selection of the markets on or on/in which the transaction will be executed. A. In doing so, the Portfolio Money Manager’s 's primary responsibility objective shall be to seek select a broker/dealer that can be expected to obtain the best net price and execution for the FundAccessor Funds. However, this responsibility shall not be deemed to obligate the Portfolio Money Manager to solicit competitive bids for each transaction or transaction; and the Money Manager shall have no obligation to seek the lowest available commission cost to the FundAccessor Funds, so long as Money Manager believes in good faith, based upon its knowledge of the Portfolio Manager reasonably believes capabilities of the firm selected, that the broker or dealer selected by it can be expected to obtain a “the best execution” market price on the a particular transaction and determines in good faith that the commission cost is reasonable in relation to the value total quality and reliability of the brokerage and research services (as defined in Section 28(e)(3) of made available by the Securities Exchange Act of 1934) provided by such broker or broker/dealer to the Portfolio Money Manager viewed in terms of either that particular transaction or of the Portfolio Money Manager’s 's overall responsibilities with respect to its clients, including the FundAccessor Funds, as to which the Portfolio Money Manager exercises investment discretion, notwithstanding that Accessor Funds may not be the direct or exclusive beneficiary of any such services or that another broker/dealer may be willing to charge Accessor Funds a lower commission on the particular transaction. B. Accessor Funds shall retain the right to request that transactions involving the Account that give rise to brokerage commissions in an annual amount of up to 50% of the Money Manager's executed brokerage commissions, shall be executed by broker/dealers which provide brokerage or research services to Accessor Funds or its Manager, or as to which an ongoing relationship will be of value to Accessor Funds with respect to the Fund, which services and relationship may, but need not, be of direct benefit to the Fund so long as (i) the Money Manager believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker/dealer can be expected to obtain the best price on a particular transaction and (ii) Accessor Funds determines that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to Accessor Funds, or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services service or that another broker broker/dealer may be willing to charge the Fund Accessor Funds a lower commission on the particular transaction. B. Subject . The Money Manager may reject any request for directed brokerage that does not appear to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount it to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealerreasonable. C. The Portfolio Accessor Funds agrees that it will provide the Money Manager shall with a list of broker/dealers which are "affiliated persons" of Accessor Funds and its other money managers. Upon receipt of such list, the Money Manager agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker or broker/dealer which is an “"affiliated person” " (as defined in the 1940 Act) of Accessor Funds or of any money manager for Accessor Funds unless it is in accordance with the Fundprocedures of Accessor Funds. D. As used in this paragraph 6, the Portfolio Manager or any other portfolio manager "brokerage and research services" shall be those services described in Section 28(e)(3) of the Fund without the prior written approval Securities Exchange Act of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “affiliated persons” of the Fund or its portfolio managers1934, as amended.

Allocation of Brokerage. The Portfolio Manager Subadvisor shall have authority and discretion to select brokers brokers, dealers and dealers futures commission merchants to execute portfolio transactions initiated by the Portfolio Manager Subadvisor, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed. A. (a) In doing so, the Portfolio ManagerSubadvisor’s primary responsibility shall be to seek to obtain the best net price and execution for the Fund. However, this responsibility shall not be deemed to obligate the Portfolio Manager Subadvisor to solicit competitive bids for each transaction or transaction, and the Subadvisor shall have no obligation to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes Subadvisor determines that the broker broker, dealer or dealer selected by it can be expected futures commission merchant is able to obtain a “the best execution” market net price on and execution for the particular transaction taking into account all factors the Subadvisor deems relevant, including, but not limited to, the breadth of the market in the security or commodity, the price, the financial condition and determines in good faith that execution capability of the broker, dealer or futures commission cost is reasonable in relation to merchant and the value reasonableness of any commission for the specific transaction and on a continuing basis. The Subadvisor may consider the brokerage and research services (as defined in Section 28(e)(328(e) of the Securities Exchange Act of 1934, as amended) provided made available by such the broker or dealer to the Portfolio Manager Subadvisor viewed in terms of either that particular transaction or of the Portfolio ManagerSubadvisor’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund (b) The Manager shall have the right to request that a certain percentage of transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Fund Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above The Subadvisor will use its best efforts to follow such direction provided such execution is in accordance with respect to transactions executed through any such broker or dealer.its Policy and Procedures on Brokerage Practices C. (c) The Portfolio Manager shall Subadvisor agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker broker, dealer or dealer futures commission merchant which is an “affiliated person” (as defined in the Act) of the Fund, Trust or of the Portfolio Manager or of any other portfolio manager of Subadvisor for the Fund without Trust except in accordance with procedures adopted by the prior written approval of the FundTrustees. The Fund Manager agrees that it will provide the Portfolio Manager Subadvisor with a list of brokers and dealers which are “affiliated persons” of the Fund Trust, the Manager or its portfolio managersthe Trust’s Subadvisors.

Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager AccountManager, and to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s 's primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissionscommissions shall be executed by brokers and dealers, in an amount to be agreed upon by between the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Fund Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Fund Account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager Portfolio Manager of the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “"affiliated persons” " of the Fund or its portfolio managersPortfolio Managers.

Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager AccountManager, and to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s 's primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Fund Account. Notwithstanding any other provision of this Agreement, the The Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Fund Account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager Portfolio Manager of the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “"affiliated persons” " of the Fund or its portfolio managersPortfolio Managers. EXHIBIT B MANAGER FEE For the corporate management and administrative services provided to the Company pursuant to Section 2(A) of this Agreement, the Company will pay to the Manager, on or before the 10th day of each calendar month, a monthly fee for the previous calendar month in the amount of l/12th of the following percentages of the average of the net asset values of the Company as of the close of the last business day of the New York Stock Exchange in each calendar week during the preceding calendar month: 0.20% of the first $400 million of such average net asset value; 0.18% of such average net asset value exceeding $400 million up to and including $800 million; 0.162% of such average net asset value exceeding $800 million up to and including $1.2 billion; and 0.146% of such average net asset value exceeding $1.2 billion. For the investment management services provided to the Company pursuant to Section 2(B) of this Agreement, the Company will pay to the Manager, on or before the 10th day of each calendar month, a monthly fee for the previous calendar month in the amount of l/12th of the following percentages of the average of the net asset values of the Company as of the close of the last business day of the New York Stock Exchange in each calendar week during the preceding calendar month: 0.80% of the first $400 million of such average net asset value; 0.72% of such average net asset value exceeding $400 million up to and including $800 million; 0.648% of such average net asset value exceeding $800 million up to and including $1.2 billion; and 0.584% of such average net asset value exceeding $1.2 billion.

Allocation of Brokerage. The Portfolio Manager Subadviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager AccountSubadviser, and to select the markets on or in which the transaction transactions will be executed. A. In doing soplacing orders for the sale and purchase of portfolio securities for the Fund, the Portfolio Manager’s Subadviser's primary responsibility shall be to seek to obtain the best net price and execution for of orders at the Fundmost favorable prices. However, this responsibility shall not obligate the Portfolio Manager Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager Subadviser, viewed in terms of either that particular transaction or of the Portfolio Manager’s Subadviser's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager Adviser shall have the right to request require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager Adviser and the Portfolio ManagerSubadviser, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship that will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager AccountPortfolio. Notwithstanding any other provision of this AgreementIn addition, the Portfolio Manager shall not be responsible under subject to paragraph A above with respect and the applicable Rules of Fair Practice of the National Association of Securities Dealers, Inc., the Fund shall have the right to request that portfolio transactions be executed by brokers and dealers by or through any such broker or dealerwhom sales of shares of the Fund are made. C. The Portfolio Manager Subadviser shall not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the Fund, the Portfolio Manager Subadviser or any other portfolio manager of the Fund Adviser without the prior written approval of the Fund. The Fund Manager will and Subadviser shall each provide the Portfolio Manager other with a list of brokers and dealers which are “"affiliated persons” " of the Fund or its portfolio managerseach respective entity and/or Adviser.

Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager Account, and to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s 's primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a itself or any broker or dealer which is an “"affiliated person” " (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager Portfolio Manager of the Fund without the prior written approval of the Fund except in accordance with SEC Exemptive Order No. 24288 dated February 15, 2000, a copy of which has been furnished to the Portfolio Manager, and Rule 17e-1 procedures as approved by the Fund's Directors from time to time. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “"affiliated persons” " of the Fund or its portfolio managersPortfolio Managers.

Allocation of Brokerage. The Portfolio Manager FMA shall have authority and discretion to select brokers/dealers and to establish brokerage accounts with such brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager FMA, and for the Portfolio Manager Account, and to select selection of the markets on or on/in which the transaction will be executed. A. In doing so, the Portfolio Manager’s FMA's primary responsibility objective shall be to seek select a broker/dealer that can be expected to obtain the best net price and execution for the FundAccessor Funds. However, this responsibility shall not be deemed to obligate the Portfolio Manager FMA to solicit competitive bids for each transaction or transaction; and FMA shall have no obligation to seek the lowest available commission cost to the FundAccessor Funds, so long as Money Manager believes in good faith, based upon its knowledge of the Portfolio Manager reasonably believes capabilities of the firm selected, that the broker or dealer selected by it can be expected to obtain a “the best execution” market price on the a particular transaction and determines in good faith that the commission cost is reasonable in relation to the value total quality and reliability of the brokerage and research services (as defined in Section 28(e)(3) of made available by the Securities Exchange Act of 1934) provided by such broker or broker/dealer to the Portfolio Manager FMA viewed in terms of either that particular transaction or of the Portfolio Manager’s FMA's overall responsibilities with respect to its clients, including the FundAccessor Funds, as to which FMA exercises investment discretion, notwithstanding that Accessor Funds may not be the Portfolio Manager direct or exclusive beneficiary of any such services or that another broker/dealer may be willing to charge Accessor Funds a lower commission on the particular transaction. B. Accessor Funds shall retain the right to request that transactions involving the Account that give rise to brokerage commissions in an annual amount of up to 50% of FMA's executed brokerage commissions, shall be executed by broker/dealers which provide brokerage or research services to Accessor Funds or its Manager, or as to which an ongoing relationship will be of value to Accessor Funds with respect to the Fund, which services and relationship may, but need not, be of direct benefit to the Fund so long as (i) FMA believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker/dealer can be expected to obtain the best price on a particular transaction and (ii) Accessor Funds determines that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to Accessor Funds, or to Accessor Capital for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services service or that another broker broker/dealer may be willing to charge the Fund Accessor Funds a lower commission on the particular transaction. B. Subject . FMA may reject any request for directed brokerage that does not appear to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount it to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers reasonable. Accessor Capital agrees that provide brokerage it will not consider promotion of or research services to the Fund Manager, or sales of shares of Accessor Funds as to which an on-going relationship will be of value to the Fund a factor in the management selection of its assets, which services and relationship may, but need not, be of direct benefit broker-dealers to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealerexecute portfolio transactions. C. The Portfolio Manager shall Accessor Funds agrees that it will provide FMA with a list of broker/dealers that are "affiliated persons" of Accessor Funds and its other money managers. Upon receipt of such list, FMA agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker or broker/dealer which that is an “"affiliated person” " (as defined in the 1940 Act) of Accessor Funds or of any money manager for Accessor Funds except as permitted by the Fund1940 Act and unless it is in accordance with the procedures of Accessor Funds. D. As used in this paragraph 6, the Portfolio Manager or any other portfolio manager "brokerage and research services" shall be those services described in Section 28(e)(3) of the Fund without the prior written approval Securities Exchange Act of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “affiliated persons” of the Fund or its portfolio managers1934, as amended.

Allocation of Brokerage. The Portfolio Money Manager shall have authority and discretion to select brokers and broker/dealers to execute portfolio transactions initiated by the Portfolio Manager Money Manager, and for the Portfolio Manager Account, and to select selection of the markets on or on/in which the transaction will be executed. A. In doing so, the Portfolio Money Manager’s 's primary responsibility objective shall be to seek select a broker/dealer that can be expected to obtain the best net price and execution for the FundAccessor Funds. However, this responsibility shall not be deemed to obligate the Portfolio Money Manager to solicit competitive bids for each transaction or transaction; and the Money Manager shall have no obligation to seek the lowest available commission cost to the FundAccessor Funds, so long as the Portfolio Money Manager reasonably believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker or broker/dealer selected by it can be expected to obtain a “the best execution” market price on the a particular transaction and determines in good faith that the commission cost is reasonable in relation to the value total quality and reliability of the brokerage and research services (as defined in Section 28(e)(3) of made available by the Securities Exchange Act of 1934) provided by such broker or broker/dealer to the Portfolio Money Manager viewed in terms of either that particular transaction or of the Portfolio Money Manager’s 's overall responsibilities with respect to its clients, including the FundAccessor Funds, as to which the Portfolio Money Manager exercises investment discretion, notwithstanding that Accessor Funds may not be the direct or exclusive beneficiary of any such services or that another broker/dealer may be willing to charge Accessor Funds a lower commission on the particular transaction. B. Accessor Funds shall retain the right to request that transactions involving the Account that give rise to brokerage commissions in an annual amount of up to 50% of the Money Manager's executed brokerage commissions, shall be executed by broker/dealers which provide brokerage or research services to Accessor Funds or its Manager, or as to which an ongoing relationship will be of value to Accessor Funds with respect to the Fund, which services and relationship may, but need not, be of direct benefit to the Fund so long as (i) the Money Manager believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker/dealer can be expected to obtain the best price on a particular transaction and (ii) Accessor Funds determines that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to Accessor Funds, or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services service or that another broker broker/dealer may be willing to charge the Fund Accessor Funds a lower commission on the particular transaction. B. Subject . The Money Manager may reject any request for directed brokerage that does not appear to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount it to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealerreasonable. C. The Portfolio Accessor Funds agrees that it will provide the Money Manager shall with a list of broker/dealers which are "affiliated persons" of Accessor Funds and its other money managers. Upon receipt of such list, the Money Manager agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker or broker/dealer which is an “"affiliated person” " (as defined in the Act1▇▇▇ ▇▇▇) of the Fund, the Portfolio Manager Accessor Funds or of any other portfolio money manager of the Fund for Accessor Funds without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers Accessor Funds. D. As used in this paragraph 6, "brokerage and dealers which are “affiliated persons” research services" shall be those services described in Section 28(e)(3) of the Fund or its portfolio managersSecurities Exchange Act of 1934, as amended.

Allocation of Brokerage. The Portfolio Manager Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Sub-Adviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions initiated by the Portfolio Manager Sub-Adviser, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed, subject to the following and subject to conformance with the policies and procedures disclosed in the Fund's Prospectus and Statement of Additional Information and the policies and procedures adopted by the Fund's Board of Trustees, provided that with respect to procedures governing transactions involving affiliates such as those adopted pursuant to the 1940 Act. Rule 17a-7, Rule 17e-1 and Rule 10f-3, such procedures will identify any affiliate of the Adviser and the Portfolio, other than affiliates of the Sub-Adviser. The Sub-Advisor shall not bear any responsibility and shall be released from any loss or cost which results from entering into a trade pursuant to the Portfolio's Rule 17a-7, 17e-1 or 10f-3 procedures with any affiliated entity, other than affiliates of the Sub-Advisor, not specifically identified to the Sub-Advisor by the Advisor. A. a. In doing soexecuting portfolio transactions, the Portfolio Manager’s Sub- Adviser will give primary responsibility shall be consideration to seek to obtain securing the best net price and execution execution. Consistent with this policy, the Sub- Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Fund, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Portfolio with certain such brokers, subject to review by the Fund's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients of the Sub-Adviser. The Sub-Adviser is also authorized to place orders with certain brokers for services deemed by the Adviser to be beneficial for the Fund. However, ; and the Sub-Adviser shall follow the directions of the Adviser or the Fund in this responsibility shall not obligate regard. b. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio Manager to solicit competitive bids for each transaction or to seek as well as other clients of the lowest available commission cost Sub-Adviser, the Sub- Adviser, to the Fundextent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best execution. In such event, allocation of the securities so long purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund in respect of the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected and to obtain a “such other clients. c. The Sub-Adviser may engage in agency transactions with any of its affiliated broker-dealers subject to best price and execution” market price on the particular transaction and determines , in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3accordance with section 11(a) of the Securities Exchange Act of 1934and Rule 11a2-2(T) provided by such broker or dealer to the Portfolio Manager viewed in terms of either thereunder. The Sub- Adviser further agrees that particular transaction or of the Portfolio Manager’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship it will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a any other broker or dealer which is (i) an “affiliated person” (as defined in the Act) person of the Fund, the Portfolio Manager Adviser or any other portfolio manager of the Fund without the prior written approval sub-adviser for any Portfolio of the Fund; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-1 of the 1940 Act and the Fund's Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of the 1940 and the Fund's Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Fund Manager Adviser agrees that it will provide the Portfolio Manager Sub-Adviser with a list of such affiliated brokers and dealers dealers. d. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Portfolio, which are “is advising the Portfolio, concerning the Sub-Adviser or its affiliated persons” ' transactions with the Portfolio in securities or other assets of the Fund or its portfolio managersPortfolio, and (ii) will be limited to providing investment advice with respect to the Portfolio Account.

Allocation of Brokerage. The Portfolio Manager shall have authority Subject to the supervision of the Adviser and discretion the Board, the Subadviser is authorized and directed to select brokers establish and dealers to execute portfolio transactions initiated by maintain accounts on behalf of the Portfolio Manager Fund, place orders for the Portfolio Manager Accountpurchase and sale of Investments with or through such persons, brokers or dealers as the Subadviser may elect, and negotiate commissions to select the markets be paid on such transactions. In selecting brokers or in which the transaction will be executed. A. In doing sodealers and placing orders, the Portfolio Manager’s primary responsibility shall be to Subadviser will seek to obtain best net the most favorable combination of price and execution available (considering all factors it deems relevant including price, size of transaction, nature of the market for the Fund. Howeversecurity, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fundamount of commission, so long as the Portfolio Manager reasonably believes that the if any, timing, reputation of broker or dealer selected by and other factors), except to the extent it can may be expected permitted to obtain pay higher brokerage commissions for brokerage and research services as provided below. The Subadviser may cause the Fund to pay a “best execution” market price on broker that provides brokerage and research services to the particular Subadviser a commission in excess of the commission that another broker would have charged for effecting that transaction and provided (i) the Subadviser determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services provided by the executing broker in the terms of the particular transaction or in terms of the Subadviser’s overall responsibilities with respect to the Fund and the other accounts as to which the Subadviser exercises investment discretion, (as defined ii) such commission is paid in compliance with all applicable state and federal laws, including Section 28(e)(328(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and in accordance with this Agreement, and (iii) provided in the opinion of the Subadviser, the total commissions paid by such broker or dealer the Fund will be reasonable in relation to the Portfolio Manager viewed benefits to the Fund over the long term. To the extent not prohibited by applicable laws and regulations, if the Subadviser deems the purchase or sale of a security to be in terms of either that particular transaction or the best interests of the Portfolio Manager’s overall responsibilities with respect to its clients, including the Fund, Fund as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A abovewell as other customers, the Fund Manager shall have Subadviser may aggregate the right securities to request that transactions giving rise be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation of these securities and the expenses incurred in an amount the transaction will be made by the Subadviser in the manner it considers to be agreed upon by the Fund Manager most equitable and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services consistent with its fiduciary obligations to the Fund Manager, or as and to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any such other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealercustomers. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is an “affiliated person” (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager of the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “affiliated persons” of the Fund or its portfolio managers.

Allocation of Brokerage. The Portfolio Manager Sub-Adviser, subject to the limitations contained in this paragraph 5, shall place on behalf of the Fund, orders for the execution of portfolio transactions. The Sub-Adviser is not authorized by the Trust to take any action, including the purchase or sale of securities for the Fund's account, (a) in contravention of (i) any investment restrictions set forth in the Act and the rules thereunder, the Internal Revenue Code of 1986 and applicable state securities laws, (ii) specific instructions adopted by the Board of Trustees and communicated to the Sub-Adviser, or (iii) the investment objectives, policies and restrictions of the Fund as set forth in the Trust's Registration Statement, or (b) which would have the effect of causing the Fund to fail to qualify or to cease to qualify as a regulated investment company under the Code or any succeeding statute. Subject to the foregoing, the Sub-Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager Account, Sub-Adviser and to select the markets on or in which the transaction transactions will be executed. A. . In doing so, the Portfolio Manager’s Sub-Adviser will give primary consideration to securing the best execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that responsiveness of the broker or dealer selected and the brokerage and research services provided by the broker or dealer. Consistent with this policy, the Sub-Adviser may select brokers or dealers who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the other accounts over which it can be expected exercises investment discretion. It is understood that neither the Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to obtain supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a “best execution” market price higher commission to the Fund than may result when allocating brokerage to other brokers on the particular transaction basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Trust's Trustees from time to time with respect to the extent and continuation of this practice, provided that the Sub-Adviser determines in good faith that the amount of the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such the executing broker or dealer to the Portfolio Manager dealer. The determination may be viewed in terms of either that a particular transaction or of the Portfolio Manager’s Sub-Adviser's overall responsibilities with respect to its clients, including the Fund, as Fund and to other accounts over which the Portfolio Manager it exercises investment discretion. It is understood that although the information may be useful to the Trust and the Sub-Adviser, notwithstanding that it is not possible to place a dollar value on such information. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking best execution, the Sub-Adviser may give consideration to sales of shares of the Fund may not be the direct or exclusive beneficiary as a factor in its selection of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage to execute portfolio transactions of the Fund. On occasions when the Sub-Adviser deems the purchase or research services sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the Fund Managerextent permitted by applicable laws and regulations, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need notshall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of direct benefit the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio Manager AccountTrust and to such other clients. Notwithstanding any other provision For each fiscal quarter of this Agreementthe Trust, the Portfolio Manager Sub-Adviser shall not prepare and render reports to the Trust's Trustees of the total brokerage business placed and the manner in which the allocation has been accomplished. Such reports shall set forth at a minimum the information required to be responsible maintained by Rule 31a-1(b)(9) under paragraph A above with respect to transactions executed through any such broker or dealer. C. the Act. The Portfolio Manager shall Sub-Adviser will not execute any portfolio transactions for the Portfolio Manager Account Fund's account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the FundTrust, the Portfolio Manager Adviser or any other portfolio manager of the Fund Sub-Adviser without the prior written approval of the FundAdviser. The Fund Manager Adviser agrees that it will provide the Portfolio Manager Sub-Adviser with a list of brokers and dealers which are “"affiliated persons” " of the Fund Trust, the Adviser or its portfolio managersthe Sub-Adviser.

Allocation of Brokerage. The Portfolio Manager Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Adviser or Sub-Adviser) to execute portfolio transactions initiated by the Portfolio Manager for Sub-Adviser, subject to conformance with the Portfolio Manager Account, policies and procedures disclosed in the Fund's Prospectus and Statement of Additional Information and the policies and procedures adopted by the Trust's Board of Trustees. The Adviser will advise the Sub-Adviser of such selection in writing. The Adviser also may delegate to the Sub-Adviser the authority set forth in this Section 7 to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers (including brokers that provide brokerage may be affiliates of the Adviser or research services Sub-Adviser) to execute portfolio transactions initiated by the Sub-Adviser by providing written notice of such delegation to the Fund ManagerSub-Adviser and receiving written confirmation from the Sub-Adviser accepting such delegation. a. In executing portfolio transactions, the Adviser will give primary consideration to securing best execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or as dealers who may effect or be a party to any such transaction or other transactions to which an onother clients of the Adviser or Sub-going relationship Adviser may be a party. Therefore, the Adviser, not the Sub-Adviser, will be of value responsible for securing best execution on portfolio transactions initiated by the Sub-Adviser. b. In retaining the discretion to select brokers and dealers, the Adviser acknowledges that the price the Fund in Account pays or receives for a security may be different from the management of its assets, which services and relationship may, but need not, be of direct benefit to price paid or received by Sub-Adviser's other clients who utilize different brokers than the Portfolio Manager Fund Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. c. The Portfolio Manager shall Adviser agrees that it will not execute any portfolio transactions for the Portfolio Manager Fund Account with a broker or dealer which is (i) an “affiliated person” person of the Trust, including the Adviser or any Sub-Adviser for any Portfolio of the Trust; or (ii) a principal underwriter of the Trust's shares, unless such transactions are executed in accordance with Rule 17e-1 of the 1940 Act and the Trust's Rule 17e-1 procedures, as defined adopted in accordance with Rule 17e-1. d. In the event the Adviser delegates the authority to the Sub-Adviser to select brokers and dealers to execute transactions on behalf of the Fund: (1) the Sub-Adviser agrees that it will not execute any portfolio transactions for the Fund Account with a broker or dealer which is (i) an affiliated person of the Trust, the Adviser or any sub-adviser for any Portfolio of the Trust; (ii) a principal underwriter of the Trust's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-1 of the 1940 Act and the Trust's Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of the 1940 and the Trust's Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers; (2) the Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Fund, which is advising the Portfolio Manager Fund, concerning the Sub-Adviser or any other portfolio manager of its affiliated persons' transactions with the Fund without the prior written approval in securities or other assets of the Fund, and (ii) will be limited to providing investment advice with respect to the Fund Account; and (3) in executing portfolio transactions, the Sub-Adviser will give primary consideration to securing best execution. The Fund Manager will provide Consistent with this policy, the Portfolio Manager with Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a list of brokers and dealers party to any such transaction or other transactions to which are “affiliated persons” other clients of the Fund Adviser or its portfolio managersSub-Adviser may be a party.

Allocation of Brokerage. The Portfolio Manager Subadvisor shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for Subadvisor on behalf of the Portfolio Manager AccountSeries with regard to the Assets, and to select the markets on or in which the transaction transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best execution". A. (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) In doing soplacing orders for the sale and purchase of Series securities for the Trust, the Portfolio Manager’s Subadvisor's primary responsibility shall be to seek to obtain the best net price and execution for of orders at the Fundmost favorable prices. However, this responsibility shall not obligate the Portfolio Manager Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundTrust, so long as the Portfolio Manager Subadvisor reasonably believes that the broker or dealer selected by it can be expected to obtain a “provide "best execution” market price " on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services (services," as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) 1934 Act, provided by such broker or dealer to the Portfolio Manager Subadvisor, viewed in terms of either that particular transaction or of the Portfolio Manager’s Subadvisor's overall responsibilities with respect to its clients, including the FundTrust, as to which the Portfolio Manager Subadvisor exercises investment discretion, notwithstanding that the Fund Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Trust a lower commission on the particular transaction. B. (d) Subject to the requirements of paragraph A aboveSubparagraphs (a)-(d) of this Paragraph, the Fund Manager Advisor shall have the right to request require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager Advisor and the Portfolio ManagerSubadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, Trust or as to which an on-going relationship that will be of value to the Fund Trust in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Portfolio Manager AccountSeries. Notwithstanding any other provision In addition, subject to Subparagraphs (a)-(d) of this AgreementParagraph, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is an “affiliated person” (as defined in the Act) applicable Conduct Rules of the FundNational Association of Securities Dealers, Inc. and other applicable law, the Portfolio Manager or any other portfolio manager of Trust shall have the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of right to request that transactions be executed by brokers and dealers which are “affiliated persons” by or through whom sales of shares of the Fund or its portfolio managersTrust are made to the extend permitted by applicable law.

Allocation of Brokerage. The Portfolio Manager Subadvisor shall have authority and discretion to select brokers brokers, dealers and dealers futures commission merchants to execute portfolio transactions initiated by the Portfolio Manager Subadvisor, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed. A. (a) In doing so, the Portfolio ManagerSubadvisor’s primary responsibility shall be to seek to obtain the best net price and execution for the Fund. However, this responsibility shall not be deemed to obligate the Portfolio Manager Subadvisor to solicit competitive bids for each transaction or transaction, and the Subadvisor shall have no obligation to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes Subadvisor determines that the broker broker, dealer or dealer selected by it can be expected futures commission merchant is able to obtain a “the best execution” market price on execution for the particular transaction taking into account all factors the Subadvisor deems relevant, including, but not limited to, the breadth of the market in the security or commodity, the price, the financial condition and determines in good faith that execution capability of the broker, dealer or futures commission cost is reasonable in relation to merchant and the value reasonableness of any commission for the specific transaction and on a continuing basis. The Subadvisor may consider the brokerage and research services (as defined in Section 28(e)(328(e) of the Securities Exchange Act of 1934, as amended) provided made available by such the broker or dealer to the Portfolio Manager Subadvisor viewed in terms of either that particular transaction or of the Portfolio ManagerSubadvisor’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund (b) The Manager shall have the right to request that specified transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio ManagerSubadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Fund Account, so long as (i) the Manager Account. Notwithstanding any other provision determines that the broker or dealer is able to obtain the best net price and execution on a particular transaction and (ii) the Manager determines that the commission cost is reasonable in relation to the total quality and reliability of this Agreementthe brokerage and research services made available to the Fund or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Portfolio Manager shall Fund Account may not be responsible under paragraph A above with respect to transactions executed through the direct or exclusive beneficiary of any such service or that another broker or dealermay be willing to charge the Fund a lower commission on the particular transaction. C. (c) The Portfolio Manager shall Subadvisor agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker broker, dealer or dealer futures commission merchant which is an “affiliated person” (as defined in the Act) of the Fund, Trust or of the Portfolio Manager or of any other portfolio manager of Subadvisor for the Fund without Trust except in accordance with procedures adopted by the prior written approval of the FundTrustees. The Fund Manager agrees that it will provide the Portfolio Manager Subadvisor with a list of brokers and dealers which are “affiliated persons” of the Fund Trust, the Manager or its portfolio managersthe Trust’s Subadvisors.

Allocation of Brokerage. The Portfolio Manager Sub-Adviser, subject to the limitations contained in this paragraph 5, shall place on behalf of the Fund, orders for the execution of portfolio transactions. The Sub-Adviser is not authorized by the Trust to take any action, including the purchase or sale of securities for the Fund's account, (a) in contravention of (i) any investment restrictions set forth in the Act and the rules thereunder, the Internal Revenue Code of 1986 and applicable state securities laws, (ii) specific instructions adopted by the Board of Trustees and communicated to the Sub-Adviser, or (iii) the investment objectives, policies and restrictions of the Fund as set forth in the Trust's Registration Statement, or (b) which would have the effect of causing the Fund to fail to qualify or to cease to qualify as a regulated investment company under the Code or any succeeding statute. Subject to the foregoing, the Sub-Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager Account, Sub-Adviser and to select the markets on or in which the transaction transactions will be executed. A. . In doing so, the Portfolio Manager’s Sub-Adviser will give primary consideration to securing the best execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that responsiveness of the broker or dealer selected and the brokerage and research services provided by the broker or dealer. Consistent with this policy, the Sub-Adviser may select brokers or dealers who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the other accounts over which it can be expected exercises investment discretion. It is understood that neither the Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to obtain supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a “best execution” market price higher commission to the Fund than may result when allocating brokerage to other brokers on the particular transaction basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Trust's Trustees from time to time with respect to the extent and continuation of this practice, provided that the Sub-Adviser determines in good faith that the amount of the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such the executing broker or dealer to the Portfolio Manager dealer. The determination may be viewed in terms of either that a particular transaction or of the Portfolio Manager’s Sub-Adviser's overall responsibilities with respect to its clients, including the Fund, as Fund and to other accounts over which the Portfolio Manager it exercises investment discretion. It is understood that although the information may be useful to the Trust and the Sub-Adviser, notwithstanding that it is not possible to place a dollar value on such information. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best execution, the Sub-Adviser may give consideration to sales of shares of the Fund may not be the direct or exclusive beneficiary as a factor in its selection of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage to execute portfolio transactions of the Fund. On occasions when the Sub-Adviser deems the purchase or research services sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the Fund Managerextent permitted by applicable laws and regulations, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need notshall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of direct benefit the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio Manager AccountTrust and to such other clients. Notwithstanding any other provision For each fiscal quarter of this Agreementthe Trust, the Portfolio Manager Sub-Adviser shall not prepare and render reports to the Trust's Trustees of the total brokerage business placed and the manner in which the allocation has been accomplished. Such reports shall set forth at a minimum the information required to be responsible maintained by Rule 31a-1(b)(9) under paragraph A above with respect to transactions executed through any such broker or dealer. C. the Act. The Portfolio Manager shall Sub-Adviser will not execute any portfolio transactions for the Portfolio Manager Account Fund's account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the FundTrust, the Portfolio Manager Adviser or any other portfolio manager of the Fund Sub-Adviser without the prior written approval of the FundAdviser. The Fund Manager Adviser agrees that it will provide the Portfolio Manager Sub-Adviser with a list of brokers and dealers which are “"affiliated persons” " of the Fund Trust, the Adviser or its portfolio managersthe Sub-Adviser.

Allocation of Brokerage. The Portfolio Manager Subadvisor shall have authority and discretion to select brokers brokers, dealers and dealers futures commission merchants to execute portfolio transactions initiated by the Portfolio Manager Subadvisor, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be he executed. A. (a) In doing so, the Portfolio ManagerSubadvisor’s primary responsibility shall be to seek he to obtain the best net price and execution for the Fund. However, this responsibility shall not he deemed to obligate the Portfolio Manager Subadvisor to solicit competitive bids for each transaction or transaction, and the Subadvisor shall have no obligation to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes Subadvisor determines that the broker broker, dealer or dealer selected by it can be expected futures commission merchant is able to obtain a “the best execution” market net price on and execution for the particular transaction taking into account all factors the Subadvisor deems relevant, including, but not limited to, the breadth of the market in the security or commodity, the price, the financial condition and determines in good faith that execution capability of the broker, dealer or futures commission cost is reasonable in relation to merchant and the value reasonableness of any commission for the specific transaction and on a continuing basis. The Subadvisor may consider the brokerage and research services (as defined in Section 28(e)(328(e) of the Securities Exchange Act of 1934, as amended) provided made available by such the broker or dealer to the Portfolio Manager Subadvisor viewed in terms of either that particular transaction or of the Portfolio ManagerSubadvisor’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund (b) The Manager shall have the right to request that specified transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio ManagerSubadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Fund Account, so long as (i) the Manager Account. Notwithstanding any other provision determines that the broker or dealer is able to obtain the best net price and execution on a particular transaction and (ii) the Manager determines that the commission cost is reasonable in relation to the total quality and reliability of this Agreementthe brokerage and research services made available to the Fund or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Portfolio Manager shall Fund Account may not be responsible under paragraph A above with respect to transactions executed through the direct or exclusive beneficiary of any such service or that another broker or dealermay be willing to charge the Fund a lower commission on the particular transaction. C. (c) The Portfolio Manager shall Subadvisor agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker broker, dealer or dealer futures commission merchant which is an “affiliated person” (as defined in the Act) of the Fund, Trust or of the Portfolio Manager or of any other portfolio manager of Subadvisor for the Fund without Trust except in accordance with procedures adopted by the prior written approval of the FundTrustees. The Fund Manager agrees that it will provide the Portfolio Manager Subadvisor with a list of brokers and dealers which are “affiliated persons” of the Fund Trust, the Manager or its portfolio managers.the Trust’s Subadvisors,

Allocation of Brokerage. The Portfolio Manager Sub-Adviser shall have authority and discretion to select brokers brokers, dealers and dealers futures commission merchants to execute portfolio transactions initiated by the Portfolio Manager Sub-Adviser, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed. A. (a) In doing so, the Portfolio ManagerSub-Adviser’s primary responsibility shall be to seek to obtain the best net price and execution for the Fund. However, this responsibility shall not be deemed to obligate the Portfolio Manager Sub-Adviser to solicit competitive bids for each transaction or transaction, and the Sub-Adviser shall have no obligation to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes Sub-Adviser determines that the broker broker, dealer or dealer selected by it can be expected futures commission merchant is able to obtain a “the best execution” market net price on and execution for the particular transaction taking into account all factors the Sub-Adviser deems relevant, including, but not limited to, the breadth of the market in the security or commodity, the price, the financial condition and determines in good faith that execution capability of the broker, dealer or futures commission cost is reasonable in relation to merchant and the value reasonableness of any commission for the specific transaction and on a continuing basis. The Sub-Adviser may consider the brokerage and research services (as defined in Section 28(e)(328(e) of the Securities Exchange Act of 1934, as amended) provided made available by such the broker or dealer to the Portfolio Manager Sub-Adviser viewed in terms of either that particular transaction or of the Portfolio ManagerSub-Adviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Sub-Adviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund (b) The Manager shall have the right to request that specified transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio ManagerSub-Adviser, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Fund Account, so long as (i) the Manager Account. Notwithstanding any other provision determines that the broker or dealer is able to obtain the best net price and execution on a particular transaction and (ii) the Manager determines that the commission cost is reasonable in relation to the total quality and reliability of this Agreementthe brokerage and research services made available to the Fund or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Portfolio Manager shall Fund Account may not be responsible under paragraph A above with respect to transactions executed through the direct or exclusive beneficiary of any such service or that another broker or dealermay be willing to charge the Fund a lower commission on the particular transaction. C. (c) The Portfolio Manager shall Sub-Adviser agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker broker, dealer or dealer futures commission merchant which is an “affiliated person” (as defined defied in the Act) of the Fund, Trust or of the Portfolio Manager or of any other portfolio manager of Sub-Adviser for the Fund without Trust except in accordance with procedures adopted by the prior written approval of the FundTrustees. The Fund Manager agrees that it will provide the Portfolio Manager Sub-Adviser with a list of brokers and dealers which are “affiliated persons” of the Fund Trust, the Manager or its portfolio managersthe Trust’s Sub- Advisers.

Allocation of Brokerage. The Portfolio Manager shall have authority In connection with the investment and discretion to select brokers and reinvestment of the assets of the Account , the Adviser is responsible for the selection of broker-dealers to execute portfolio purchase and sale transactions initiated by the Portfolio Manager for the Portfolio Manager Account in conformity with any policy for brokerage the Client may determine from time to time and provide to the Adviser in writing (such policy to be subject to the remaining provisions of this Section 7), as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Adviser's primary consideration in placing Account investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at best available price ("Best Execution"). Consistent with this policy, when placing orders for the execution of transactions for the Account, the Adviser may allocate such transactions to such broker-dealers, for execution on such markets, at such prices and at such commission rates, as in the good faith judgment of the Adviser will be in the best interests of the Client. In the selection of such broker-dealers and the negotiation of brokerage commission rates, the Adviser will take into consideration not only the available prices and rates of brokerage commissions, but also all other relevant factors (such as, without limitation, execution capabilities, financial responsibility, responsiveness, trading experience, reputation and integrity, facilities, financial services offered, willingness to commit capital, access to underwriting offerings and secondary markets, reliability in executing trades, record keeping, fairness in resolving trade disputes, available liquidity, current market conditions, and the value of the expected contribution of the broker-dealer to the investment performance of the Account on a continuing basis). Subject to such policies and procedures as the Client may determine and provide to the Adviser in writing and subject to the Adviser's obligations to seek Best Execution, the Adviser shall have the discretion to effect investment transactions for the Account through broker-dealers (including to the extent permissible under applicable law, Sanford C. Bernstein & Co., LLC and other broker-d▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with the Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to select cause the markets on or Account to pay any such broker-dealers an amount of commission for effecting an investment transaction in which excess of the transaction will be executed. A. In doing soamount of commission another broker-dealer would have charged for effecting that transaction, if the Portfolio Manager’s primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and Adviser determines in good faith that the such amount of commission cost is reasonable in relation to the value of the brokerage and or research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager broker-dealer, viewed in terms of either that particular investment transaction or of the Portfolio Manager’s Adviser's overall responsibilities with respect to its clients, including the Fund, Account or other accounts as to which the Portfolio Manager Adviser exercises investment discretiondiscretion (as such term is defined in section 3(a) of the 1934 Act). Allocations of orders placed by the Adviser on behalf of the Account to such broker-dealers shall be in such amounts and proportions as the Adviser shall determine in good faith in conformity with its responsibility under applicable laws, notwithstanding that rules and regulations and any applicable exemptions and administrative interpretations set forth in Part II of the Fund may not be Adviser's Form ADV Registration Statement on file with the direct or exclusive beneficiary of any Securities and Exchange Commission ("Form ADV"). The Adviser will submit reports on such services or that another broker allocations to the Client regularly as requested by the Client, in such form as may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be mutually agreed upon by the Fund Manager parties hereto, indicating the broker-dealers to whom such allocations have been made and the Portfolio Managerbasis therefor. In all such dealings, the Affiliated Broker-Dealers shall be executed authorized and entitled to retain any commissions, remuneration or profits which may be made in such transactions and shall not be liable to account for the same to Client. The Client further authorizes the Adviser and any broker-dealer deemed to be an affiliate of the Adviser ("Affiliated Broker-Dealers") to execute agency cross transactions (the "Agency Cross Transactions") on its behalf. Agency Cross Transactions are transactions which may be effected by brokers the Affiliated Broker-Dealers acting for both the Client and dealers that provide brokerage or research services the counterparty to the Fund Managertransaction. Agency Cross Transactions enable the Adviser to aggregate purchases or sales of securities for the Client at a set price and possibly avoid an unfavorable price movement that may be created by placing such purchase or sale order into the market. As such, or as to which the Adviser believes that Agency Cross Transactions can provide meaningful benefits for the Client and its clients generally. Client should be aware, however, that in an onAgency Cross Transaction an Affiliated Broker-going relationship Dealer will be receiving commissions from both sides of value the trade and, therefore, there is a potentially conflicting division of loyalties and responsibilities. In the event the Client requests that the Adviser direct a portion of the transactions for the Account to one or more particular broker-dealers, the Adviser will endeavor to comply with such request provided that (i) the Client's request is in writing and in a form acceptable to the Fund Adviser, (ii) the request indicates a target percentage of trades to be so directed, and (iii) the terms of such directed brokerage arrangement will not hinder the Adviser's ability to obtain Best Execution for the Account, as determined by the Adviser in the management of its assets, which services sole discretion and relationship may, but need not, be of direct benefit subject to the Portfolio Manager Account. Notwithstanding any other provision provisions of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is an “affiliated person” (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager of the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “affiliated persons” of the Fund or its portfolio managers.

Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager AccountManager, and to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s 's primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A aboveabove and the Portfolio Manager's policies, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissionscommissions shall be executed by brokers and dealers, in an amount to be agreed upon by between the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Fund Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Fund Account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager Portfolio Manager of the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “"affiliated persons” " of the Fund or its portfolio managersPortfolio Managers.

Allocation of Brokerage. The Portfolio Manager JPMorgan Fleming shall have authority and discretion ▇▇▇ ▇▇▇cretion to select broker/dealers and to establish brokerage accounts with such brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager JPMorgan Fleming, and for the Portfolio Manager Account, and to select the selectio▇ ▇▇ ▇▇e markets on or on/in which the transaction will be executed. A. In doing so, the Portfolio Manager’s JPMorgan Fleming's primary responsibility shall objective s▇▇▇▇ ▇▇ ▇o select a broker/dealer that can be to seek expected to obtain the best net price and execution for the FundAccessor Funds. However, this responsibility shall not be deemed to obligate the Portfolio Manager JPMorgan Fleming to solicit competitive ▇▇▇▇▇titive bids for each transaction or transaction; and JPMorgan Fleming shall have ▇▇ ▇▇▇▇gation to seek the lowest available commission cost to the FundAccessor Funds, so long as JPMorgan Fleming believes in good fait▇, ▇▇▇ed upon its knowledge of the Portfolio Manager reasonably believes capabilities of the firm selected, that the broker or broker/dealer selected by it can be expected to obtain a “the best execution” market price on the a particular transaction and determines in good faith that the commission cost is reasonable in relation to the value total quality and reliability of the brokerage and research services (as defined in Section 28(e)(3) of made available by the Securities Exchange Act of 1934) provided by such broker or broker/dealer to the Portfolio Manager JPMorgan Fleming viewed in terms of t▇▇▇▇ ▇▇ either that particular transaction or of the Portfolio Manager’s JPMorgan Fleming's overall responsibilities responsib▇▇▇▇▇▇▇ with respect to its clients, including the FundAccessor Funds, as to which JPMorgan Fleming exercises ▇▇▇▇▇▇▇ent discretion, notwithstanding that Accessor Funds may not be the Portfolio Manager direct or exclusive beneficiary of any such services or that another broker/dealer may be willing to charge Accessor Funds a lower commission on the particular transaction. B. Accessor Funds shall retain the right to request that transactions involving the Account that give rise to brokerage commissions in an annual amount of up to 50% of the Account's executed brokerage commissions, shall be executed by broker/dealers which provide brokerage or research services to Accessor Funds or Accessor Capital, or as to which an ongoing relationship will be of value to Accessor Funds with respect to the Fund, which services and relationship may, but need not, be of direct benefit to the Fund so long as (i) JPMorgan Fleming believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker/dealer can be expected to obtain the best price on a particular transaction and (ii) Accessor Funds has determined that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to Accessor Funds, or to Accessor Capital for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services service or that another broker broker/dealer may be willing to charge the Fund Accessor Funds a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding JPMorgan Fleming may reject any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealerreques▇ ▇▇▇ commission recapture. C. The Portfolio Manager shall not execute Accessor Funds agrees that it will provide JPMorgan Fleming with a lis▇ ▇▇ broker/dealers that are "affiliated persons" of Accessor Funds and any other money managers for the Fund. Upon receipt of such list, JPMorgan Fleming agrees that it will ▇▇▇ ▇▇ecute any portfolio transactions for the Portfolio Manager Account with a broker or broker/dealer which that is an “"affiliated person” " (as defined in the 1940 Act) of the Fund, the Portfolio Manager Accessor Funds or of any other portfolio money manager for the Fund except as permitted by the 1940 Act. D. As used in this paragraph 6, "brokerage and research services" shall be those services described in Section 28(e)(3) of the Fund without the prior written approval Securities Exchange Act of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “affiliated persons” of the Fund or its portfolio managers1934, as amended.

Allocation of Brokerage. The Portfolio Manager Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Sub-Adviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions initiated by the Portfolio Manager Sub-Adviser, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed, subject to the following and subject to conformance with the policies and procedures disclosed in the Fund's Prospectus and Statement of Additional Information and the policies and procedures adopted by the Fund's Board of Trustees, provided that with respect to procedures governing transactions involving affiliates such as those adopted pursuant to the 1940 Act. Rule 17a-7, Rule 17e-1 and Rule 10f-3, such procedures will identify any affiliate of the Adviser and the Portfolio, other than affiliates of the Sub-Adviser. The Sub-Advisor shall not bear any responsibility and shall be released from any loss or cost which results from entering into a trade pursuant to the Portfolio's Rule 17a-7, 17e-1 or 10f-3 procedures with any affiliated entity, other than affiliates of the Sub-Advisor, not specifically identified to the Sub-Advisor by the Advisor. A. a. In doing soexecuting portfolio transactions, the Portfolio Manager’s Sub-Adviser will give primary responsibility shall be consideration to seek to obtain securing the best net price and execution execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Fund, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Portfolio with certain such brokers, subject to review by the Fund's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients of the Sub-Adviser. The Sub-Adviser is also authorized to place orders with certain brokers for services deemed by the Adviser to be beneficial for the Fund. However, ; and the Sub-Adviser shall follow the directions of the Adviser or the Fund in this responsibility shall not obligate regard. b. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio Manager to solicit competitive bids for each transaction or to seek as well as other clients of the lowest available commission cost Sub-Adviser, the Sub-Adviser, to the Fundextent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best execution. In such event, allocation of the securities so long purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund in respect of the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected and to obtain a “such other clients. c. The Sub-Adviser may engage in agency transactions with any of its affiliated broker-dealers subject to best price and execution” market price on the particular transaction and determines , in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3accordance with section 11(a) of the Securities Exchange Act of 1934and Rule 11a2-2(T) provided by such broker or dealer to the Portfolio Manager viewed in terms of either thereunder. The Sub-Adviser further agrees that particular transaction or of the Portfolio Manager’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship it will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a any other broker or dealer which is (i) an “affiliated person” (as defined in the Act) person of the Fund, the Portfolio Manager Adviser or any other portfolio manager of the Fund without the prior written approval sub-adviser for any Portfolio of the Fund; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-1 of the 1940 Act and the Fund's Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of the 1940 and the Fund's Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Fund Manager Adviser agrees that it will provide the Portfolio Manager Sub-Adviser with a list of such affiliated brokers and dealers dealers. d. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Portfolio, which are “is advising the Portfolio, concerning the Sub-Adviser or its affiliated persons” ' transactions with the Portfolio in securities or other assets of the Fund or its portfolio managersPortfolio, and (ii) will be limited to providing investment advice with respect to the Portfolio Account.

Allocation of Brokerage. The Portfolio Manager Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Sub-Adviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions initiated by the Portfolio Manager Sub-Adviser, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed, subject to conformance with the policies and procedures disclosed in each Fund’s Prospectus and Statement of Additional Information and the policies and procedures adopted by the Board. A. a. In doing soexecuting portfolio transactions, the Portfolio Manager’s Sub-Adviser will give primary responsibility consideration to securing best execution. In assessing the best overall terms available for any transaction, the Sub-Adviser will consider factors it deems relevant, including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker, dealer or other party and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers, dealers or other parties to execute a particular transaction, and in evaluating the best overall terms available, the Sub-Adviser is authorized to consider the brokerage and research services (as those terms are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided to each Fund and/or other accounts over which the Sub-Adviser or its affiliates exercise investment discretion, subject to review by the Board from time to time with respect to the extent and continuation of this practice. Nothing in this paragraph shall be deemed to seek to obtain best net price and execution prohibit the Sub-Adviser from paying an amount of commission for effecting a securities transaction in excess of the Fund. Howeveramount of commission another member of an exchange, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fundbroker, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on would have charged for effecting that transaction, if the particular transaction and Sub-Adviser determines in good faith that the such amount of commission cost is was reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker member, broker, or dealer to the Portfolio Manager dealer, viewed in terms of either that particular transaction or of the Portfolio Manager’s its overall responsibilities with respect to a Fund and/or other accounts over which the Sub-Adviser or its affiliates exercise investment discretion. In addition, if, in the judgment of the Sub-Adviser, a Fund or other clients, including would be benefited by supplemental investment and market research and security and economic analysis from other persons or entities outside of the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A context described above, the Fund Manager shall have Sub-Adviser is authorized to obtain, and pay at its own expense, for such information. b. On occasions when the right to request that transactions giving rise to brokerage commissions, in an amount Sub-Adviser deems the purchase or sale of a security to be agreed upon by in the best interest of a Fund Manager and Account as well as other clients of the Portfolio ManagerSub-Adviser, shall be executed by brokers and dealers that provide brokerage or research services the Sub-Adviser, to the Fund Managerextent permitted by applicable laws and regulations, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need notshall be under no obligation to, aggregate the securities or other instruments to be sold or purchased in order to obtain best execution. In such event, allocation of direct benefit the securities or other instruments so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to Empower Funds in respect of the Funds and to such other clients. Without limitation of the foregoing, pursuant to the Portfolio Manager Account. Notwithstanding any other provision rules of this Agreementthe Commodity Futures Trading Commission, the Portfolio Manager Sub-Adviser shall not be responsible under paragraph A above with respect permitted to aggregate orders and transact “block” transactions executed through any such broker or dealerin swaps (which include certain options and foreign exchange forwards) pursuant to the Sub-Adviser’s policies as disclosed in its Form ADV as it may be amended from time to time. C. c. The Portfolio Manager shall Sub-Adviser agrees that it will not execute any portfolio transactions for the Portfolio Manager Account Fund Accounts with a broker or dealer which is (i) an “affiliated person” person of Empower Funds, the Adviser or any sub-adviser for any other series of Empower Funds; (ii) a principal underwriter of Empower Funds’ shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-1 of the 1940 Act and Empower Funds’ Rule 17e-1 procedures, as defined adopted in the Actaccordance with Rule 17e-1, or (z) executed in accordance with Rule 10f-3(c) of the Fund1940 Act and Empower Funds’ Rule 10f-3(c) procedures, the Portfolio Manager or any other portfolio manager of the Fund without the prior written approval of the Fundas adopted in accordance with Rule 10f-3. The Fund Manager Adviser agrees that it will provide the Portfolio Manager Sub-Adviser with a list of such affiliated brokers and dealers which are “affiliated persons” and that the Sub-Adviser shall not be liable to the extent that it executes a portfolio transaction for a Fund Account with a person not listed on the current list then in the Sub-Adviser’s possession. d. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Funds or any other series of Empower Funds concerning the Sub-Adviser’s transactions in securities or other assets of the Funds pursuant to this Agreement, and (ii) will be limited to providing investment advice to each Fund or with respect to its portfolio managersFund Account.

Allocation of Brokerage. The Portfolio Manager JPMorgan Fleming shall have authority and discretion a▇▇ ▇▇▇▇retion to select broker/dealers and to establish brokerage accounts with such brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager JPMorgan Fleming, and for the Portfolio Manager Account, and to select the selection ▇▇ ▇▇▇ markets on or on/in which the transaction will be executed. A. In doing so, the Portfolio Manager’s JPMorgan Fleming's primary responsibility shall objective sh▇▇▇ ▇▇ ▇▇ select a broker/dealer that can be to seek expected to obtain the best net price and execution for the FundAccessor Funds. However, this responsibility shall not be deemed to obligate the Portfolio Manager JPMorgan Fleming to solicit competitive ▇▇▇▇▇▇itive bids for each transaction or transaction; and JPMorgan Fleming shall have n▇ ▇▇▇▇▇ation to seek the lowest available commission cost to the FundAccessor Funds, so long as JPMorgan Fleming believes in good faith, ▇▇▇▇d upon its knowledge of the Portfolio Manager reasonably believes capabilities of the firm selected, that the broker or broker/dealer selected by it can be expected to obtain a “the best execution” market price on the a particular transaction and determines in good faith that the commission cost is reasonable in relation to the value total quality and reliability of the brokerage and research services (as defined in Section 28(e)(3) of made available by the Securities Exchange Act of 1934) provided by such broker or broker/dealer to the Portfolio Manager JPMorgan Fleming viewed in terms of te▇▇▇ ▇▇ either that particular transaction or of the Portfolio Manager’s JPMorgan Fleming's overall responsibilities with responsibi▇▇▇▇▇▇ ▇ith respect to its clients, including the FundAccessor Funds, as to which JPMorgan Fleming exercises i▇▇▇▇▇▇▇nt discretion, notwithstanding that Accessor Funds may not be the Portfolio Manager direct or exclusive beneficiary of any such services or that another broker/dealer may be willing to charge Accessor Funds a lower commission on the particular transaction. B. Accessor Funds shall retain the right to request that transactions involving the Account that give rise to brokerage commissions in an annual amount of up to 50% of the Account's executed brokerage commissions, shall be executed by broker/dealers which provide brokerage or research services to Accessor Funds or Accessor Capital, or as to which an ongoing relationship will be of value to Accessor Funds with respect to the Fund, which services and relationship may, but need not, be of direct benefit to the Fund so long as (i) JPMorgan Fleming believes in good fait▇, ▇▇▇ed upon its knowledge of the capabilities of the firm selected, that the broker/dealer can be expected to obtain the best price on a particular transaction and (ii) Accessor Funds has determined that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to Accessor Funds, or to Accessor Capital for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services service or that another broker broker/dealer may be willing to charge the Fund Accessor Funds a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealerJPMorgan Fleming may reject a▇▇ ▇▇▇▇est for commission recapture. C. The Portfolio Manager shall not execute Accessor Funds agrees that it will provide JPMorgan Fleming with a list o▇ ▇▇▇▇▇r/dealers that are "affiliated persons" of Accessor Funds and any other money managers for the Fund. Upon receipt of such list, JPMorgan Fleming agrees that it will no▇ ▇▇▇▇▇te any portfolio transactions for the Portfolio Manager Account with a broker or broker/dealer which that is an “"affiliated person” " (as defined in the 1940 Act) of the Fund, the Portfolio Manager Accessor Funds or of any other portfolio money manager for the Fund except as permitted by the 1940 Act. D. As used in this paragraph 6, "brokerage and research services" shall be those services described in Section 28(e)(3) of the Fund without the prior written approval Securities Exchange Act of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “affiliated persons” of the Fund or its portfolio managers1934, as amended.

Allocation of Brokerage. The Portfolio Manager Subadvisor shall have authority and discretion to select brokers brokers, dealers and dealers futures commission merchants to execute portfolio transactions initiated by the Portfolio Manager Subadvisor, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed. A. (a) In doing so, the Portfolio ManagerSubadvisor’s primary responsibility shall be to seek to obtain the best net price and execution for the Fund. However, this responsibility shall not be deemed to obligate the Portfolio Manager Subadvisor to solicit competitive bids for each transaction or transaction, and the Subadvisor shall have no obligation to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes Subadvisor determines that the broker broker, dealer or dealer selected by it can be expected futures commission merchant is able to obtain a “the best execution” market net price on and execution for the particular transaction taking into account all factors the Subadvisor deems relevant, including, but not limited to, the breadth of the market in the security or commodity, the price, the financial condition and determines in good faith that execution capability of the broker, dealer or futures commission cost is reasonable in relation to merchant and the value reasonableness of any commission for the specific transaction and on a continuing basis. The Subadvisor may consider the brokerage and research services (as defined in Section 28(e)(328(e) of the Securities Exchange Act of 1934, as amended) provided made available by such the broker or dealer to the Portfolio Manager Subadvisor viewed in terms of either that particular transaction or of the Portfolio ManagerSubadvisor’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund (b) The Manager shall have the right to request that specified transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio ManagerSubadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Fund Account, so long as (i) the Manager Account. Notwithstanding any other provision determines that the broker or dealer is able to obtain the best net price and execution on a particular transaction and (ii) the Manager determines that the commission cost is reasonable in relation to the total quality and reliability of this Agreementthe brokerage and research services made available to the Fund or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Portfolio Manager shall Fund Account may not be responsible under paragraph A above with respect to transactions executed through the direct or exclusive beneficiary of any such service or that another broker or dealermay be willing to charge the Fund a lower commission on the particular transaction. C. (c) The Portfolio Manager shall Subadvisor agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker broker, dealer or dealer futures commission merchant which is an “affiliated person” (as defined in the Act) of the Fund, Trust or of the Portfolio Manager or of any other portfolio manager of Subadvisor for the Fund without Trust except in accordance with procedures adopted by the prior written approval of the FundTrustees. The Fund Manager agrees that it will provide the Portfolio Manager Subadvisor with a list of brokers and dealers which are “affiliated persons” of the Fund Trust, the Manager or its portfolio managersthe Trust’s Subadvisors.

Allocation of Brokerage. The Portfolio Manager Sub-Advisor shall have authority and discretion to select brokers brokers, dealers and dealers futures commission merchants to execute portfolio transactions initiated by the Portfolio Manager Sub-Advisor, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed. A. (a) In doing so, the Portfolio ManagerSub-Advisor’s primary responsibility shall be to seek to obtain the best net price and execution for the Fund. However, this responsibility shall not be deemed to obligate the Portfolio Manager Sub-Advisor to solicit competitive bids for each transaction or transaction, and the Sub-Advisor shall have no obligation to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes Sub-Advisor determines that the broker broker, dealer or dealer selected by it can be expected futures commission merchant is able to obtain a “the best execution” market net price on and execution for the particular transaction taking into account all factors the Sub-Advisor deems relevant, including, but not limited to, the breadth of the market in the security or commodity, the price, the financial condition and determines in good faith that execution capability of the broker, dealer or futures commission cost is reasonable in relation to merchant and the value reasonableness of any commission for the specific transaction and on a continuing basis. The Sub-Advisor may consider the brokerage and research services (as defined in Section 28(e)(328(e) of the Securities Exchange Act of 1934, as amended) provided made available by such the broker or dealer to the Portfolio Manager Sub-Advisor viewed in terms of either that particular transaction or of the Portfolio ManagerSub-Advisor’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Sub-Advisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund (b) The Manager shall have the right to request that specified transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio ManagerSub-Advisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Fund Account, so long as (i) the Manager Account. Notwithstanding any other provision determines that the broker or dealer is able to obtain the best net price and execution on a particular transaction and (ii) the Manager determines that the commission cost is reasonable in relation to the total quality and reliability of this Agreementthe brokerage and research services made available to the Fund or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Portfolio Manager shall Fund Account may not be responsible under paragraph A above with respect to transactions executed through the direct or exclusive beneficiary of any such service or that another broker or dealermay be willing to charge the Fund a lower commission on the particular transaction. C. (c) The Portfolio Manager shall Sub-Advisor agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker broker, dealer or dealer futures commission merchant which is an “affiliated person” (as defined in the Act) of the Fund, Trust or of the Portfolio Manager or of any other portfolio manager of Sub-Advisor for the Fund without Trust except in accordance with procedures adopted by the prior written approval of the FundTrustees. The Fund Manager agrees that it will provide the Portfolio Manager Sub-Advisor with a list of brokers and dealers which are “affiliated persons” of the Fund Trust, the Manager or its portfolio managersthe Trust’s Sub-Advisors.

Allocation of Brokerage. The Portfolio Manager Subadviser shall have authority and discretion to select brokers and dealers to execute portfolio Series transactions initiated by the Portfolio Manager for the Portfolio Manager AccountSubadviser, and to select the markets on or in which the transaction transactions will be executed. A. In doing soplacing orders for the sale and purchase of Series securities for the Fund, the Portfolio Manager’s Subadviser's primary responsibility shall be to seek to obtain the best net price and execution for of orders at the Fundmost favorable prices. However, this responsibility shall not obligate the Portfolio Manager Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager Subadviser, viewed in terms of either that particular transaction or of the Portfolio Manager’s Subadviser's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager Adviser shall have the right to request request, but not dictate, that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship that will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager AccountSeries. Notwithstanding any other provision of this AgreementIn addition, the Portfolio Manager shall not be responsible under subject to paragraph A above with respect and the applicable Conduct Rules of the National Association of Securities Dealers, Inc., the Fund shall have the right to request, but not dictate, that series transactions be executed by brokers and dealers by or through any such broker or dealerwhom sales of shares of the Fund are made. C. The Portfolio Manager Subadviser shall not execute any portfolio Series transactions for the Portfolio Manager Account Series with a broker or dealer which that is an “"affiliated person” " (as defined in the Act) of the Fund, the Portfolio Manager Subadviser or any other portfolio manager of the Fund Adviser without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager Subadviser with a list of brokers and dealers which that are “"affiliated persons” " of the Fund or its portfolio managersAdviser.

Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager Account, and to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s 's primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager Portfolio Manager of the Fund without the prior written approval of the Fund except in accordance with SEC Exemptive Order No. 24288 dated February 15, 2000, a copy of which has been furnished to the Portfolio Manager, and Rule 17e-1 procedures as approved by the Fund's Trustees from time to time. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “"affiliated persons” " of the Fund or its portfolio managersPortfolio Managers.

Allocation of Brokerage. The Portfolio Manager Subadvisor shall have authority and discretion to select brokers brokers, dealers and dealers futures commission merchants to execute portfolio transactions initiated by the Portfolio Manager Subadvisor, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed. A. (a) In doing so, the Portfolio ManagerSubadvisor’s primary responsibility shall be to seek to obtain the best net price and execution for the Fund. However, this responsibility shall not be deemed to obligate the Portfolio Manager Subadvisor to solicit competitive bids for each transaction or transaction, and the Subadvisor shall have no obligation to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes Subadvisor determines that the broker broker, dealer or dealer selected by it can be expected futures commission merchant is able to obtain a “the best execution” market net price on and execution for the particular transaction taking into account all factors the Subadvisor deems relevant, including, but not limited to, the breadth of the market in the security or commodity, the price, the financial condition and determines in good faith that execution capability of the broker, dealer or futures commission cost is reasonable in relation to merchant and the value reasonableness of any commission for the specific transaction and on a continuing basis. The Subadvisor may consider the brokerage and research services (as defined in Section 28(e)(328(e) of the Securities Exchange Act of 1934, as amended, and as may be interpreted by the Securities and Exchange Commission (the “SEC”) provided and/or its staff from time to time) made available by such the broker or dealer to the Portfolio Manager Subadvisor viewed in terms of either that particular transaction or of the Portfolio ManagerSubadvisor’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund (b) The Manager shall have the right to request that specified transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio ManagerSubadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Fund Account, so long as (i) the Manager Account. Notwithstanding any other provision determines that the broker or dealer is able to obtain the best net price and execution on a particular transaction and (ii) the Manager determines that the commission cost is reasonable in relation to the total quality and reliability of this Agreementthe brokerage and research services made available to the Fund or to the Manager for the benefit of the accounts for which it exercises investment discretion, viewed in terms of either a particular transaction or the Portfolio Manager shall not be responsible under paragraph A above Manager’s overall responsibilities with respect to transactions executed through the accounts as to which it exercises investment discretion, notwithstanding that the Fund Account may not be the direct or exclusive beneficiary of any such service or that another broker or dealermay be willing to charge the Fund a lower commission on the particular transaction. The Manager accepts and acknowledges that nothing in this Clause 3 (b) shall obligate the Subadvisor to act upon such requests of the Manager. The Manager further acknowledges that such requests will be considered by the Subadvisor on a best efforts basis subject at all times to its best execution policy. C. (c) The Portfolio Manager shall Subadvisor agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker broker, dealer or dealer futures commission merchant which is an “affiliated person” (as defined in the Act) of the Fund, Trust or of the Portfolio Manager or of any other portfolio manager of Subadvisor for the Fund without Trust except in accordance with procedures adopted by the prior written approval of the FundTrustees. The Fund Manager agrees that it will provide the Portfolio Manager Subadvisor with a list of brokers and dealers which are “affiliated persons” of the Fund Trust, the Manager or its portfolio managersthe Trust’s Subadvisors.

Allocation of Brokerage. The Portfolio Manager Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Sub-Adviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions initiated by the Portfolio Manager Sub-Adviser, and for the Portfolio Manager Account, and to select selection of the markets on or in which the transaction transactions will be executed, subject to the following and subject to conformance with the policies and procedures disclosed in the Fund's Prospectus and Statement of Additional Information and the policies and procedures adopted by the Fund's Board of Trustees provided that with respect to procedures governing transactions involving affiliates such as those adopted pursuant to the 1940 Act. Rule 17a-7, Rule 17e-1 and Rule 10f-3, such procedures will identify any affiliate of the Adviser and the Portfolio, other than affiliates of the Sub-Adviser. The Sub-Advisor shall not bear any responsibility and shall be released from any loss or cost which results from entering into a trade pursuant to the Portfolio's Rule 17a-7, 17e-1 or 10f-3 procedures with any affiliated entity, other than affiliates of the Sub-Advisor, not specifically identified to the Sub-Advisor by the Advisor. A. a. In doing soexecuting portfolio transactions, the Sub-Adviser will give primary consideration to securing the best execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Fund, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Portfolio Manager’s primary responsibility shall with certain such brokers, subject to review by the Fund's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to seek the Sub-Adviser in connection with its services to obtain best net price and execution other clients of the Sub-Adviser. The Sub-Adviser is also authorized to place orders with certain brokers for services deemed by the Adviser to be beneficial for the Fund. However, ; and the Sub-Adviser shall follow the directions of the Adviser or the Fund in this responsibility shall not obligate regard. b. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio Manager to solicit competitive bids for each transaction or to seek as well as other clients of the lowest available commission cost Sub-Adviser, the Sub-Adviser, to the Fundextent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best execution. In such event, allocation of the securities so long purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund in respect of the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected and to obtain a “such other clients. c. The Sub-Adviser may engage in agency transactions with any of its affiliated broker-dealers subject to best execution” market price on the particular transaction and determines , in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in accordance with Section 28(e)(311(a) of the Securities Exchange Act of 1934and Rule 11a2-2(T) provided by such broker or dealer to the Portfolio Manager viewed in terms of either thereunder. The Sub-Adviser further agrees that particular transaction or of the Portfolio Manager’s overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship it will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a any other broker or dealer which is (i) an “affiliated person” (as defined in the Act) person of the Fund, the Portfolio Manager Adviser or any other portfolio manager of the Fund without the prior written approval sub-adviser for any Portfolio of the Fund; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-1 of the 1940 Act and the Fund's Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of the 1940 and the Fund's Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Fund Manager Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers. d. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Portfolio, which is advising the Portfolio, concerning the Sub-Adviser or its affiliated persons' transactions with the Portfolio in securities or other assets of the Portfolio, and (ii) will be limited to providing investment advice with respect to the Portfolio Account. e. The Adviser hereby agrees and consents that the Sub-Adviser and its affiliates are authorized to execute agency cross transactions (collectively "Cross transactions") for the Portfolio provided such transactions comply with Rule 206(3)-2 under the Investment Advisers Act of 1940 ("Advisers Act"), Rule 17e-1 under the 1940 Act and any other applicable laws or regulations. Cross transactions are transactions which may be effected by the Sub-Adviser or its affiliates acting as broker for both the Portfolio and the counterparty to the transaction. Cross transactions enable the Sub-Adviser to purchase or sell a block of securities for an account at a set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with such purchase or sell order. However, the Adviser should note that the Sub-Adviser has a potentially conflicting division of loyalties and responsibilities regarding both parties to Cross transactions and that the Sub-Adviser, or any of its affiliates, if acting as broker; may receive commissions from both parties to such transactions. The Sub-Adviser acknowledges that it is prohibited from recommending any Cross transactions to its advisory clients on both sides of the transaction and understands that its authority as the Sub-Adviser to execute Cross transactions for the Account is terminable at will without penalty, effective upon receipt by the Sub-Adviser of written notice from the Adviser, and that the failure to terminate such authorization will result in its continuation. f. In connection with any Cross transactions, the Sub-Adviser will provide the Portfolio Manager with a list confirming letter describing the details of brokers such trades, and dealers which are “affiliated persons” other reports or information that the Portfolio may reasonably request. The Sub-Adviser will disclose to the Portfolio the commissions received by the Sub-Adviser or its affiliates for executing the other side of the Fund or its portfolio managerstransaction.

Allocation of Brokerage. The Portfolio Manager Sub-Adviser, subject to the limitations contained in this paragraph 5, shall place on behalf of the Fund, orders for the execution of portfolio transactions. The Sub-Adviser is not authorized by the Trust to take any action, including the purchase or sale of securities for the Fund's account, (a) in contravention of (i) any investment restrictions set forth in the Act and the rules thereunder, the Internal Revenue Code of 1986 and applicable state securities laws, (ii) specific instructions adopted by the Board of Trustees and communicated to the Sub-Adviser, or (iii) the investment objectives, policies and restrictions of the Fund as set forth in the Trust's Registration Statement, or (b) which would have the effect of causing the Fund to fail to qualify or to cease to qualify as a regulated investment company under the Code or any succeeding statute. Subject to the foregoing, the Sub-Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager Account, Sub-Adviser and to select the markets on or in which the transaction transactions will be executed. A. . In doing so, the Portfolio Manager’s Sub-Adviser will give primary consideration to securing the best execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that responsiveness of the broker or dealer selected and the brokerage and research services provided by the broker or dealer. Consistent with this policy, the Sub-Adviser may select brokers or dealers who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the other accounts over which it can be expected exercises investment discretion. It is understood that neither the Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to obtain supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a “best execution” market price higher commission to the Fund than may result when allocating brokerage to other brokers on the particular transaction basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Trust's Trustees from time to time with respect to the extent and continuation of this practice, provided that the Sub-Adviser determines in good faith that the amount of the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such the executing broker or dealer to the Portfolio Manager dealer. The determination may be viewed in terms of either that a particular transaction or of the Portfolio Manager’s Sub-Adviser's overall responsibilities with respect to its clients, including the Fund, as Fund and to other accounts over which the Portfolio Manager it exercises investment discretion. It is understood that although the information may be useful to the Trust and the Sub-Adviser, notwithstanding that it is not possible to place a dollar value on such information. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best execution, the Sub-Adviser may give consideration to sales of shares of the Fund may not be the direct or exclusive beneficiary as a factor in its selection of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage to execute portfolio transactions of the Fund. On occasions when the Sub-Adviser deems the purchase or research services sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the Fund Managerextent permitted by applicable laws and regulations, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need notshall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of direct benefit the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio Manager AccountTrust and to such other clients. Notwithstanding any other provision For each fiscal quarter of this Agreementthe Trust, the Portfolio Manager Sub-Adviser shall not prepare and render reports to the Trust's Trustees of the total brokerage business placed and the manner in which the allocation has been accomplished. Such reports shall set forth at a minimum the information required to be responsible maintained by Rule 31a-1(b)(9) under paragraph A above with respect to transactions executed through any such broker or dealer. C. the Act. The Portfolio Manager shall Sub-Adviser will not execute any portfolio transactions for the Portfolio Manager Account Fund's account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the FundTrust, the Portfolio Manager Adviser or any other portfolio manager of the Fund Sub-Adviser without the prior written approval of the FundAdviser. The Fund Manager Adviser agrees that it will provide the Portfolio Manager Sub-Adviser with a list of brokers and dealers which are “"affiliated persons” " of the Fund Trust, the Adviser or its portfolio managersthe Sub-Adviser.

Allocation of Brokerage. The Portfolio Money Manager shall have authority and discretion to select brokers/dealers, including affiliates of the Money Manager, and to establish brokerage accounts with such brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager Money Manager, and for the Portfolio Manager Account, and to select selection of the markets on or on/in which the transaction will be executed; provided, however, that any transactions or dealings with an affiliated broker/dealer by the Money Manager shall comply with Rule 17e-1 of the 1940 Act and with the procedures of Accessor Funds and/or the Manager in all respects. A. In doing so, the Portfolio Money Manager’s 's primary responsibility objective shall be to seek select a broker/dealer that can be expected to obtain the best net price and execution for the FundAccessor Funds. However, this responsibility shall not be deemed to obligate the Portfolio Money Manager to solicit competitive bids for each transaction or transaction; and the Money Manager shall have no obligation to seek the lowest available commission cost to the FundAccessor Funds, so long as Money Manager believes in good faith, based upon its knowledge of the Portfolio Manager reasonably believes capabilities of the firm selected, that the broker or dealer selected by it can be expected to obtain a “the best execution” market price on the a particular transaction and determines in good faith that the commission cost is reasonable in relation to the value total quality and reliability of the brokerage and research services (as defined in Section 28(e)(3) of made available by the Securities Exchange Act of 1934) provided by such broker or broker/dealer to the Portfolio Money Manager viewed in terms of either that particular transaction or of the Portfolio Money Manager’s 's overall responsibilities with respect to its clients, including the FundAccessor Funds, as to which the Portfolio Money Manager exercises investment discretion, notwithstanding that Accessor Funds may not be the direct or exclusive beneficiary of any such services or that another broker/dealer may be willing to charge Accessor Funds a lower commission on the particular transaction. B. Accessor Funds shall retain the right to request that transactions involving the Account that give rise to brokerage commissions in an annual amount of up to 50% of the Money Manager's executed brokerage commissions, shall be executed by broker/dealers which provide brokerage or research services to Accessor Funds or its Manager, or as to which an ongoing relationship will be of value to Accessor Funds with respect to the Fund, which services and relationship may, but need not, be of direct benefit to the Fund so long as (i) the Money Manager believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker/dealer can be expected to obtain the best price on a particular transaction and (ii) Accessor Funds determines that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to Accessor Funds, or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services service or that another broker broker/dealer may be willing to charge the Fund Accessor Funds a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund . The Money Manager shall have the right to may reject any request for directed brokerage that transactions giving rise to brokerage commissions, in an amount is reasonably deemed to be agreed upon by inconsistent with the Fund Manager and the Portfolio Money Manager, shall be executed by brokers and dealers that provide brokerage or research services 's duty to the Fund Manager, or seek best execution as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealerdescribed above. C. The Portfolio Accessor Funds agrees that it will provide the Money Manager shall with a list of broker/dealers which are "affiliated persons" of Accessor Funds and its other money managers. Upon receipt of such list, the Money Manager agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker or broker/dealer which is an “"affiliated person” " (as defined in the 1940 Act) of Accessor Funds or of any money manager for Accessor Funds unless it is in accordance with Rule 17e-1 of the Fund1940 Act and the procedures of Accessor Funds and/or the Manager. D. As used in this paragraph 6, "brokerage and research services" shall be those services described in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. E. On occasions when the Money Manager deems the purchase or sale of a security to be in the best interest of the Account as well as other clients, the Portfolio Manager Money Manager, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or any other portfolio manager purchased, provided that in the opinion of the Fund without Money Manager, all accounts are treated equitably and fairly and in conformity with the prior written approval Money Manager's trading aggregation policies and procedures, if any. In such event, allocation of the Fund. The Fund securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Money Manager will provide in the Portfolio Manager manner it considers to be the most equitable and consistent with a list of brokers its fiduciary obligations to the Account and dealers which are “affiliated persons” of the Fund or its portfolio managersto such other clients.

Allocation of Brokerage. The Portfolio Manager Subadvisor shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for Subadvisor on behalf of the Portfolio Manager AccountSeries with regard to the Assets, and to select the markets on or in which the transaction transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the 1934 Act. A. (▇) ▇▇▇ ▇ubadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) In doing soplacing orders for the sale and purchase of Series securities for the Fund, the Portfolio Manager’s Subadvisor's primary responsibility shall be to seek to obtain the best net price and execution for of orders at the Fundmost favorable prices. However, this responsibility shall not obligate the Portfolio Manager Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager Subadvisor reasonably believes that the broker or dealer selected by it can be expected to obtain a “provide "best execution” market price " on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services (services," as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) 1934 Act, provided by such broker or dealer to the Portfolio Manager Subadvisor, viewed in terms of either that particular transaction or of the Portfolio Manager’s Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. (d) Subject to the requirements of paragraph A aboveSubsections (a)-(c) of this Section, the Fund Manager Advisor shall have the right to request that transactions giving rise to brokerage commissions, in an amount and in a manner to be reasonably agreed upon by the Fund Manager Advisor and the Portfolio ManagerSubadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship that will be of value to the Fund in the management of its assets, which services and relationship may, but need notnot be, be of direct or exclusive benefit to the Portfolio Manager AccountSeries. Notwithstanding any other provision In addition, subject to Subsections (a)-(c) of this AgreementSection, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Account with a broker or dealer which is an “affiliated person” (as defined in the Act) applicable Conduct Rules of the FundNational Association of Securities Dealers, Inc. and other applicable law, the Portfolio Manager Fund shall have the right to request that transactions be executed by brokers and dealers by or any other portfolio manager through whom sales of shares of the Fund without are made, in such amount and in such manner as reasonably agreed between the prior written approval of Advisor and the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “affiliated persons” of the Fund or its portfolio managersSubadvisor.

Allocation of Brokerage. The Portfolio Money Manager shall have authority and discretion to select brokers/dealers and to establish brokerage accounts with such brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager Money Manager, and for the Portfolio Manager Account, and to select selection of the markets on or on/in which the transaction will be executed. A. In doing so, the Portfolio Money Manager’s 's primary responsibility objective shall be to seek select a broker/dealer that can be expected to obtain the best net price and execution for the FundAccessor Funds. However, this responsibility shall not be deemed to obligate the Portfolio Money Manager to solicit competitive bids for each transaction or transaction; and the Money Manager shall have no obligation to seek the lowest available commission cost to the FundAccessor Funds, so long as Money Manager believes in good faith, based upon its knowledge of the Portfolio Manager reasonably believes capabilities of the firm selected, that the broker or dealer selected by it can be expected to obtain a “the best execution” market price on the a particular transaction and determines in good faith that the commission cost is reasonable in relation to the value total quality and reliability of the brokerage and research services (as defined in Section 28(e)(3) of made available by the Securities Exchange Act of 1934) provided by such broker or broker/dealer to the Portfolio Money Manager viewed in terms of either that particular transaction or of the Portfolio Money Manager’s 's overall responsibilities with respect to its clients, including the FundAccessor Funds, as to which the Portfolio Money Manager exercises investment discretion, notwithstanding that Accessor Funds may not be the direct or exclusive beneficiary of any such services or that another broker/dealer may be willing to charge Accessor Funds a lower commission on the particular transaction. B. Accessor Funds shall retain the right to request that transactions involving the Account that give rise to brokerage commissions in an annual amount of up to 50% of the Money Manager's executed brokerage commissions, shall be executed by broker/dealers which provide brokerage or research services to Accessor Funds or its Manager, or as to which an ongoing relationship will be of value to Accessor Funds with respect to the Fund, which services and relationship may, but need not, be of direct benefit to the Fund so long as (i) the Money Manager believes in good faith, based upon its knowledge of the capabilities of the firm selected, that the broker/dealer can be expected to obtain the best price on a particular transaction and (ii) Accessor Funds determines that the commission cost is reasonable in relation to the total quality and reliability of the brokerage and research services made available to Accessor Funds, or to the Manager for the benefit of its clients for which it exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services service or that another broker broker/dealer may be willing to charge the Fund Accessor Funds a lower commission on the particular transaction. B. Subject . The Money Manager may reject any request for directed brokerage that does not appear to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissions, in an amount it to be agreed upon by the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealerreasonable. C. The Portfolio Accessor Funds agrees that it will provide the Money Manager shall with a list of broker/dealers which are "affiliated persons" of Accessor Funds and its other money managers. Upon receipt of such list, the Money Manager agrees that it will not execute any portfolio transactions for the Portfolio Manager Account with a broker or broker/dealer which is an “"affiliated person” " (as defined in the 1940 Act) of Accessor Funds or of any money manager for Accessor Funds unless it is in accordance with the Fundprocedures of Accessor Funds. D. As used in this paragraph 6, the Portfolio Manager or any other portfolio manager "brokerage and research services" shall be those services described in Section 28(e)(3) of the Fund without the prior written approval Securities Exchange Act of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “affiliated persons” of the Fund or its portfolio managers1934, as amended.

Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager AccountManager, and to select the markets on or in which the transaction will be executed. A. In doing so, the Portfolio Manager’s 's primary responsibility shall be to seek to obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Fund Manager shall have the right to request that transactions giving rise to brokerage commissionscommissions shall be executed by brokers and dealers, in an amount to be agreed upon by between the Fund Manager and the Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or the Fund Manager, or as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct benefit to the Portfolio Manager Fund Account. Notwithstanding any other provision of this Agreement, the The Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such broker or dealer. C. The Portfolio Manager shall not execute any portfolio transactions for the Portfolio Manager Fund Account with a broker or dealer which is an “"affiliated person” " (as defined in the Act) of the Fund, the Portfolio Manager or any other portfolio manager Portfolio Manager of the Fund without the prior written approval of the Fund. The Fund Manager will provide the Portfolio Manager with a list of brokers and dealers which are “"affiliated persons” " of the Fund or its portfolio managersPortfolio Managers.