Common use of Allocation of Brokerage Clause in Contracts

Allocation of Brokerage. Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by Adviser and to select the markets on or in which the transactions will be executed. In doing so, the Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Trust nor the Adviser has adopted a formula for allocation of the Trust's investment transaction business. It is also understood that it is desirable for the Trust that the 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 Trust than may result when allocating brokerage to other brokers on the 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 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 Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be 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 Trust and to such other clients. For each fiscal quarter of the Trust, Adviser shall 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. The Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Adviser and to select the markets on or in which the transactions will be executed. In doing so, the Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Trust nor the Adviser has adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for the Trust that the 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 Trust Fund than may result when allocating brokerage to other brokers on the 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 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 Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be 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 Trust and to such other clients. For each fiscal quarter of the Trust, the Adviser shall 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by Adviser and to select the markets on or in which the transactions will be executed. In doing so, the Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Trust nor the Adviser has adopted a formula for allocation of the Trust's investment transaction business. It is also understood that it is desirable for the Trust that the 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 Trust than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund Funds 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. It is understood that the services provided by such brokers may be useful to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund Funds as well as other clients, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be 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 Trust and to such other clients. For each fiscal quarter of the Trust, Adviser shall 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. The 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 Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the 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. a. In doing soexecuting portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable best price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Trust Fund, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for the Trust 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 Trust 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 Fund Series with certain such certain brokers, subject to review by the TrustFund'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 clientsclients 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; 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 Fund Series as well as other clientsclients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable best 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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust Fund in respect of the Series and to such other clients. For each fiscal quarter . c. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Series Account with a broker or dealer which is (i) an affiliated person of the TrustFund, including the Adviser or any Sub-Adviser for any Series 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 executed (x) with the prior written approval of the Adviser or (y) 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. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers. d. The Adviser shall prepare and render regular reports to the Trust's Trustees Fund 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. The 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 Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the 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 Trust’s Board of Trustees. a. In doing soexecuting portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable best price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Trust Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the Trust's Fund’s investment transaction business. It is also understood that it is desirable for the Trust 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 Trust 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 Fund with certain such certain brokers, subject to review by the Trust's ’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 clientsclients 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; and the Sub-Adviser shall follow the directions of the Adviser or the Trust 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 Fund Account as well as other clientsclients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable best 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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust in respect of the Fund and to such other clients. For each fiscal quarter . c. 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 shall prepare or any sub-adviser for any Fund 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 render reports 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. 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 Fund, which is advising the Fund, concerning the Sub-Adviser or its affiliated persons’ transactions with the Fund in securities or other assets of the Fund, and (ii) will be limited to providing investment advice with respect 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 maintained by Rule 31a-1(b)(9) under the ActFund Account.

Allocation of Brokerage. The 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 Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the 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. (a) In doing soexecuting portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable best price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Trust Fund, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for the Trust 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 Trust 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 Fund Series with certain such certain brokers, subject to review by the TrustFund'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 clientsclients 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; 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 Fund Series as well as other clientsclients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable best 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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust Fund in respect of the Series and to such other clients. For each fiscal quarter . (c) The Sub-Adviser agrees that it will not execute without the prior written approval of the TrustAdviser any portfolio transactions for the Series Account with a broker or dealer which is (i) an affiliated person of the Fund, including the Adviser or any Sub-Adviser for any Series 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. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers. (d) The Adviser shall prepare and render regular reports to the Trust's Trustees Fund 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. (a) The Adviser shall have authority and discretion is authorized, subject to select brokers and dealers to execute portfolio transactions initiated by Adviser and to select the markets on or in which the transactions will be executed. In doing so, the Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Trust nor the Adviser has adopted a formula for allocation supervision of the Trust's investment transaction business. It is also understood that it is desirable for Board of Trustees and consistent with any policies and procedures the Trust that the Adviser have access Board of Trustees may from time 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 Trust than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Thereforetime adopt, the Adviser is authorized to place orders for the purchase and sale of securities and to negotiate commissions to be paid on such transactions. The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of securities for the Fund with such certain brokers, subject and is directed to review use its best efforts to obtain the best net results as described in the Fund's statement of additional information. (b) Subject to the appropriate policies and procedures approved by the Trust's Trustees from time Board of Trustees, the Adviser may, on behalf of the Fund, pay brokerage commissions to time a broker which provides brokerage and research services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided by the executing broker in terms of the particular transaction or in terms of the Adviser's overall responsibilities with respect to the extent Fund and continuation the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of this practice. It is understood that the services provided Securities Exchange Act of 1934, as amended, and other applicable state and federal laws, and (iii) in the opinion of the Adviser, the total commissions paid by such brokers may the Fund will be useful reasonable in relation to the benefits to the Fund over the long term. Subject to seeking the most favorable price and execution, the Board of Trustees may cause the Adviser to effect transactions in connection with its services portfolio securities through broker-dealers in a manner that will help generate resources to other clients. On occasions when pay the cost of certain expenses which the Fund is required to pay or for which the Fund is required to arrange payment. (c) When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other of its clients, the Adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold or purchased in order to attempt to obtain the most a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust Fund and to such its other affected clients. For each fiscal quarter of the Trust, Adviser shall 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. The 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 Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the transactions will be executed. , 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 Trust’s Board of Trustees. A. In doing soexecuting portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable best price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Trust Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the Trust's Fund’s investment transaction business. It is also understood that it is desirable for the Trust 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 Trust 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 Fund with such certain brokers, subject to review by the Trust's ’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 clientsclients 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; and the Sub-Adviser shall follow the directions of the Adviser or the Trust 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 Fund Account as well as other clientsclients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable best 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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust in respect of the Fund and to such other clients. For each fiscal quarter . C. 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 shall prepare or any sub-adviser for any Fund 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 render reports 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. 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 Fund, which is advising the Fund, concerning the Sub-Adviser or its affiliated persons’ transactions with the Fund in securities or other assets of the Fund, and (ii) will be limited to providing investment advice with respect 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 maintained by Rule 31a-1(b)(9) under the ActFund Account.

Allocation of Brokerage. The 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 Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the 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. (a) In doing soexecuting portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable best price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Trust Fund, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for the Trust 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 Trust 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 Fund Series with certain such certain brokers, subject to review by the TrustFund'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 clientsclients 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; 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 Fund Series as well as other clientsclients of the Sub Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable best 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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust Fund in respect of the Series and to such other clients. For each fiscal quarter . (c) The Sub-Adviser agrees that it will not execute without the prior written approval of the TrustAdviser any portfolio transactions for the Series Account with a broker or dealer which is (i) an affiliated person of the Fund, including the Adviser or any Sub-Adviser for any Series 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. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers. (d) The Adviser shall prepare and render regular reports to the Trust's Trustees Fund 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. The 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 Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the 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. a. In doing soexecuting portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable best price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Trust Fund, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for the Trust 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 Trust 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 Fund Series with certain such certain brokers, subject to review by the TrustFund'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 clientsclients 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; 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 Fund Series Account as well as other clientsclients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable best 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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust Fund in respect of the Series and to such other clients. For each fiscal quarter . c. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Series Account with a broker or dealer which is (i) an affiliated person of the TrustFund, including the Adviser or any Sub-Adviser for any Series 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 executed (x) with the prior written approval of the Adviser or (y) 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. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers. d. The Adviser shall prepare and render regular reports to the Trust's Trustees Fund 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. The Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Adviser and to select the markets on or in which the transactions will be executed. In doing so, the Adviser will give primary consideration to securing the most favorable best price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Trust nor the Adviser has adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for the Trust that the 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 Trust Fund than may result when allocating brokerage to other brokers on the 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 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 Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be 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 Trust and to such other clients. For each fiscal quarter of the Trust, the Adviser shall 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. The Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Adviser and to select the markets on or in which the transactions will be executed. In doing so, the Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Trust nor the Adviser has adopted a formula for allocation of the Trust's Funds' investment transaction business. It is also understood that it is desirable for the Trust that the 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 Trust Funds than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund Funds 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. It is understood that the services provided by such brokers may be useful to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund Funds as well as other clients, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be 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 Trust and to such other clients. For each fiscal quarter of the Trust, the Adviser shall 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. Adviser shall have authority and discretion Subject to select brokers and dealers to execute portfolio transactions initiated by the supervision of Adviser and to select the markets on or in which the transactions will be executed. In doing so, the Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients Board of Directors of the Adviser may be a party. It Corporation, Subadviser is understood that neither the Trust nor the Adviser has adopted a formula for allocation authorized and directed to establish and maintain accounts on behalf of the Trust's investment transaction business. It is also understood that it is desirable for the Trust that the 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 Trust than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. ThereforeFund, the Adviser is authorized to place orders for the purchase and sale of securities Investments with or through such persons, brokers or dealers as Subadviser may elect, and negotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, Subadviser will seek to obtain the most favorable combination of price and execution available (considering all factors it deems relevant under the circumstances, including price, size of transaction, nature of the market for the security, amount of commission, if any, timing, reputation of broker or dealer and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. Subadviser may cause the Fund with such certain brokers, subject to review pay a broker that provides brokerage and research services to the Subadviser a commission in excess of the commission that another broker would have charged for effecting that transaction provided (i) Subadviser determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided by the Trust's Trustees executing broker in the terms of the particular transaction; (ii) such commission is paid in material compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amended, and in accordance with this Agreement, and (iii) in the opinion of the Subadviser, the total commissions paid by the Fund will be reasonable in relation to the services received. Subadviser shall provide such information regarding any such “soft dollar” arrangements that the Subadviser maintains with respect to the Fund as may be requested from time to time with respect to by the Fund and the Adviser. To the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Adviser, to the extent permitted not prohibited by applicable laws and regulationslaw, may, but shall be under no obligation to, Subadviser may aggregate the securities to be sold or purchased in order to seek to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of these securities and the securities so purchased or sold, as well as expenses incurred in the transaction, transaction will be made by the Adviser Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust Fund and to such its other clients. For each fiscal quarter of the Trust, Adviser shall 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. The 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 Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the 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. (a) In doing soexecuting portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable best price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Trust Fund, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for the Trust 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 Trust 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 Fund Portfolio with such certain brokers, subject to review by the TrustFund's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients. The Sub-Adviser is also authorized to place orders with certain brokers for services deemed by the Adviser to be beneficial for the Fund; 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 Fund Portfolio as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable best 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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust Fund in respect of the Portfolio and to such other clients. For each fiscal quarter . (c) The Sub-Adviser agrees that it will not execute without the prior written approval of the TrustAdviser any portfolio transactions for the Portfolio Account with a broker or dealer which is (i) an affiliated person of the Fund, including the Adviser or any 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. The Adviser agrees that it will provide the Sub-Adviser with a list of such brokers and dealers. (d) The Adviser shall prepare and render regular reports to the Trust's Trustees Fund 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. The 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 Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the 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. a. In doing soexecuting portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable best price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Trust Fund, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for the Trust 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 Trust 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 Fund Portfolio with certain such certain brokers, subject to review by the TrustFund'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 clientsclients 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; 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 Fund Portfolio Account as well as other clientsclients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable best 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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust Fund in respect of the Portfolios and to such other clients. For each fiscal quarter . c. 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 TrustFund, including the Adviser or any sub-adviser for any Portfolios 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 Adviser agrees that it will provide the Sub-Adviser with a list of such 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 Portfolios, which is advising the Portfolios, concerning the Sub-Adviser or its affiliated persons' transactions with the Portfolios in securities or other assets of the Portfolios, and (ii) will be limited to providing investment advice with respect to the Portfolio Account. e. The Adviser shall prepare and render regular reports to the Trust's Trustees Fund 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. The Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Adviser and to select the markets on or in which the transactions will be executed. In doing sothe selection of brokers and the placement of orders for the purchase and sale of portfolio investments for the Trust, the Adviser will give primary consideration shall use its best efforts to securing obtain the most favorable price and efficient executionexecution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. Consistent with this policyIn using its best efforts to obtain the most favorable price and execution available, the Adviser, bearing in mind the Trust's best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker involved and the quality of service rendered by the broker in other transactions. Subject to such policies as the Trustees may determine, the Adviser may consider shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the financial responsibility, Trust to pay a broker that provides brokerage and research services to the Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and investment information and other research services provided by brokers or dealers who may effect or be a party to any such broker, viewed in terms of either that particular transaction or other transactions the Adviser's overall responsibilities with respect to which the Trust and to other clients of the Adviser may be a partyas to which the Adviser exercises investment discretion. It is understood that neither the Trust nor the Adviser has adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for the Trust that the 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 Trust Fund than may result when allocating brokerage to other brokers on the 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 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 Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be 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 Trust and to such other clients. For each fiscal quarter of the Trust, the Adviser shall 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by Adviser and to select the markets on or in which the transactions will be executed. In doing so, the Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Trust nor the Adviser has adopted a formula for allocation of the Trust's investment transaction business. It is also understood that it is desirable for the Trust that the 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 Trust than may result when allocating brokerage to other brokers on the 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 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 Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be 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 Trust and to such other clients. For each fiscal quarter of the Trust, Adviser shall 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 maintained by Rule 31a-1(b)(9) under the Act.efficient

Allocation of Brokerage. Adviser The Subadviser shall have authority determine the securities to be purchased or sold by a Fund with respect to each Subadvised Portfolio and discretion to select brokers and will place orders with or through such persons, brokers, or dealers to execute portfolio carry out the policy with respect to brokerage as set forth in a Fund’s Prospectus. Subject to the provisions of the following paragraph, the Subadviser will take reasonable steps to ensure that Subadvised Portfolio transactions initiated by Adviser and to select are effected at the markets on or in which the transactions will be executedbest execution available. In doing sousing reasonable efforts to obtain the best execution available, the Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policySubadviser, bearing in mind a Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients size of the Adviser transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved, and the quality of service rendered by the broker or dealer in other transactions. The Subadviser may allocate brokerage business to firms that provide such services or facilities and, in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and interpretive guidance issued by the Securities and Exchange Commission (the “SEC”) thereunder, the Subadviser may cause a Fund to pay a broker or a dealer a commission in excess of the amount of commission another broker or dealer would have charged if the Subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services received. The Subadviser shall provide such information regarding any “soft dollar” arrangements that the Subadviser maintains with respect to each Fund as may be a party. It is understood that neither the Trust nor the Adviser has adopted a formula for allocation of the Trust's investment transaction business. It is also understood that it is desirable for the Trust that the 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 Trust than may result when allocating brokerage to other brokers on the 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 Trustees requested from time to time by the Adviser. Consistent with respect the foregoing paragraph, nothing in this Agreement is intended to inhibit the Subadviser’s selection of broker-dealers used to execute trades for a Fund, including trades placed with broker-dealers who provide investment research services to the extent Subadviser. Such research services may include, but are not limited to, advice or data provided either directly or through publications or writings, including electronic publications, telephone contacts, and continuation personal meetings with security analysts, economists, and corporate and industry spokespersons, and analyses and reports concerning issues, industries, and securities economic factors and trends. Research so provided is in addition to and not in lieu of this practicethe services required to be performed by the Subadviser. The Subadviser shall be authorized to open and maintain brokerage accounts for derivatives and securities, including futures and forward contracts and options thereon, swap agreements and over-the-counter transactions for and in the name of a Fund and to execute for the Fund as its agent, standard customer agreements with such brokers, dealers, and other intermediaries or counterparties as the Subadviser shall select as provided above. The Subadviser may, using such of the securities and other property of a Fund as the Subadviser deems necessary or desirable, deposit for the Fund initial and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities, and other property into such brokerage accounts and to such brokers as the Subadviser deems desirable or appropriate. It is understood that the services provided by such brokers Subadviser may be useful to the Adviser in connection have advisory, management, service, or other contracts with its services to other clientsindividuals or entities, and may have other interests and businesses. On occasions when the Adviser deems the purchase or sale of When a security proposed to be in purchased or sold for a Fund is also to be purchased or sold for other accounts managed by the best interest of Subadviser at the Fund as well as other clientssame time, the Adviser, to the extent permitted by applicable laws and regulations, Subadviser may, but shall be is under no obligation to, aggregate such orders and shall allocate such purchases or sales on a pro-rata, rotating, or other equitable basis consistent with its trade allocation procedures so as to avoid any one account being systematically preferred over any other account. The Subadviser will advise the securities to be sold Adviser and, if instructed by the Adviser, each Fund’s custodian or purchased in order to obtain sub-custodians on a prompt basis each day by electronic telecommunication of each confirmed purchase and sale of a Subadvised Portfolio security or other financial instrument specifying the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation name of the securities so issuer, the full description of the security or other financial instrument including its class, and amount or number of shares of the security or other financial instrument purchased or sold, the market price, commission, government charges, and gross or net price, trade date, settlement date, and identity of the clearing broker. Under no circumstances may the Subadviser or any affiliates of the Subadviser act as well as expenses incurred a principal in the transaction, will be made a securities transaction with a Fund or any other investment company managed by the Adviser in unless (i) permitted by an exemptive provision, rule, or order under the manner it considers to 1940 Act, and (ii) upon obtaining prior approval of the securities transaction from the Adviser. Any such transactions shall be the most equitable and consistent with its fiduciary obligations reported quarterly to the Trust and to such other clients. For each fiscal quarter of the Trust, Adviser shall 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 maintained by Rule 31a-1(b)(9) under the ActBoard.

Allocation of Brokerage. The Adviser shall have the authority and discretion to select brokers and dealers to execute portfolio transactions initiated by Adviser the Adviser, and to select for the selection of the markets on or in which the transactions will be executed. The Adviser is not authorized by the Fund 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, (ii) specific instructions adopted by the Board of Trustees and communicated to the Adviser, or (iii) the investment objectives, policies and restrictions of the Fund as set forth in the 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 Internal Revenue Code of 1986, as amended, or any succeeding statute. A. In doing sofulfilling its responsibilities, the Adviser will give primary consideration to securing the most favorable best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and efficient executionresponsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by select brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients also provide brokerage and research services (as those terms are defined in Section 28(e) of the Adviser may be a partySecurities Exchange Act of 1934) to the other accounts over which it exercises investment discretion. It is understood that neither the Trust nor the Adviser has have adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for the Trust Fund that the 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 Trust Fund than may result when allocating brokerage to other brokers on the 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 is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer. The determination may be viewed in terms of either a particular transaction or the Adviser's overall responsibilities with respect to the Fund and to the other accounts over which it exercises investment discretion. It is understood that although the services provided by such brokers 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 connection with its services the selection of brokers and dealers to other clientsexecute 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, 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 Trust Fund with respect to the Fund and to such other clients. For each fiscal quarter of the TrustFund, the Adviser shall prepare and render reports to the Trust's Board of Trustees of the total brokerage business placed by the Adviser and the manner in which the allocation has been accomplished. Such reports shall set forth at a minimum the information required to be maintained by Rule 31a-1(b)(9) under the Act. B. Adviser agrees that it will not execute any portfolio transactions for the Fund's account with a broker or dealer which is an "affiliated person" (as defined in the Act) of the Trust or the Adviser without the prior approval of the Trust. The Trust agrees that it will provide the Adviser with a list of brokers and dealers which are "affiliated persons" of the Trust or the Adviser. C. Adviser shall render regular reports to the Trust of the total brokerage business placed by the Fund and the manner in which the allocation has been accomplished.

Allocation of Brokerage. The 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 Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the transactions will be executed. , in accordance with the Sub-Advisers’s Policy and Procedures on Order Execution which may be amended from time to time. a. In doing soexecuting portfolio transactions, the Sub-Adviser will give primary consideration seek best execution. Sub-Adviser’s broker selection shall be conducted in accordance with its Policies and Procedures on Order Execution, as may be amended from time to securing the most favorable price time, and efficient executionwhich is available upon request. 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 Great-West Funds, the Trust Adviser nor the Sub-Adviser has adopted a formula for allocation of the Trust's Fund’s investment transaction business. It is also understood that it is may be desirable for the Trust 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 Trust 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 Fund Account with such certain brokers, subject to review by the Trust's Trustees Great-West Funds’ Board of Directors from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients. clients of the Sub-Adviser. b. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Account as well as other clientsclients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other instruments to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient best execution. In such event, allocation allocations of the securities or other instruments so purchased or sold, as well as expenses incurred in the transaction, will be made by the Adviser Sub-Adviser, in accordance with the Sub-Advisor’s Policy and Procedures regarding Allocation of Trades, in the manner it considers to be the most equitable and consistent with its fiduciary obligations to Great-West Funds in respect of the Trust Fund and to such other clients. For each fiscal quarter . c. 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 Great-West Funds, the Adviser or any sub-adviser for any other series of Great-West Funds; (ii) a principal underwriter of Great-West 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 Trust1940 Act and Great-West Funds’ 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 Great-West Funds’ 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 that the Sub-Adviser shall prepare and render reports not be liable to the Trust's Trustees extent that it executes a portfolio transaction for the 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 total brokerage business placed Fund concerning the Sub-Adviser’s or its affiliated persons’ transactions with the Fund in securities or other assets of the Fund, and (ii) will be limited to providing investment advice to the manner in which Fund with respect to the allocation has been accomplished. Such reports shall set forth at a minimum the information required to be maintained by Rule 31a-1(b)(9) under the ActFund Account.

Allocation of Brokerage. The Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Adviser and to select the markets on or in which the transactions will be executed. In doing so, the Adviser will give primary consideration to securing the most favorable best price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Trust nor the Adviser has adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for the Trust that the 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 Trust Fund than may result when allocating brokerage to other brokers on the 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 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 Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be 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 Trust and to such other clients. For each fiscal quarter of the Trust, the Adviser shall 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 maintained by Rule 31a-1(b)(93la-l(b)(9) under the Act.

Allocation of Brokerage. Adviser Advisor shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by Adviser Advisor and to select the markets on or in which the transactions will be executed. In doing so, the Adviser Advisor will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Adviser Advisor may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser Advisor may be a party. It is understood that neither the Trust nor the Adviser Advisor has adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for the Trust Fund that the Adviser Advisor 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 Trust Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Adviser 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 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 Adviser Advisor in connection with its services to other clients. On occasions when the Adviser Advisor deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the AdviserAdvisor, 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 Advisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust Fund and to such other clients. For each fiscal quarter of the Trust, Adviser Advisor shall 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. The 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 Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the transactions will be executed. , 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 Trust’s Board of Trustees. A. In doing soexecuting portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable best price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Trust Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the Trust's Fund’s investment transaction business. It is also understood that it is desirable for the Trust 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 Trust 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 Fund with such certain brokers, subject to review by the Trust's ’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 clientsclients 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; and the Sub-Adviser shall follow the directions of the Adviser or the Trust 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 Fund Account as well as other clientsclients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable best 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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust in respect of the Fund and to such other clients. For each fiscal quarter . C. 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 shall prepare or any sub-adviser for any Fund 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 render reports 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. 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 Fund, which is advising the Fund, concerning the Sub-Adviser or its affiliated persons’ transactions with the Fund in securities or other assets of the Fund, and (ii) will be limited to providing investment advice with respect 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 maintained by Rule 31a-1(b)(9) under the ActFund Account.

Allocation of Brokerage. The Adviser and Sub-Adviser, as the case may be, subject to the limitations contained in this paragraph 5, shall place on behalf of the Fund, orders for the execution of portfolio transactions. The Adviser and Sub-Adviser are 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 Adviser and 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 Adviser and Sub-Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by Adviser them and to select the markets on or in which the transactions will be executed. In doing so, the Adviser they will give primary consideration to securing the most favorable best execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and efficient executionresponsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. Consistent with this policy, the Adviser and Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by select brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients also provide brokerage and research services (as those terms are defined in Section 28(e) of the Adviser may be a partySecurities Exchange Act of 1934) to the other accounts over which it exercises investment discretion. It is understood that neither the Trust Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for the Trust Fund that the Adviser and Sub-Adviser, as the case may be, 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 Trust Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Adviser is they are 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 Adviser or Sub-Adviser, as the case may be, determine in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer. The determination may be viewed in terms of either a particular transaction or the Adviser's or Sub-Adviser's overall responsibilities with respect to the Fund and to other accounts over which it exercises investment discretion. It is understood that although the services provided by such brokers information may be useful to the Trust, Adviser in connection with its services and the Sub-Adviser, it is not possible to other clientsplace a dollar value on such information. On occasions when the Adviser deems or Sub-Adviser deem the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Adviser or Sub-Adviser, as the case may be, 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 or Sub-Adviser, as the case may be, in the manner it considers they consider to be the most equitable and consistent with its their fiduciary obligations to the Trust and to such other clients. For each fiscal quarter of the Trust, the Adviser and the Sub-Adviser shall 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 maintained by Rule 31a-1(b)(9) under the Act. The Adviser and Sub-Adviser will not execute any portfolio transactions for the Fund's account with a broker dealer which is an "affiliated person" (as defined in the Act) of the Trust, the Adviser or the Sub-Adviser without the prior written approval of the Trust and Adviser, respectively. The Adviser agrees that it will provide the Sub-Adviser with a list of brokers and dealers which are "affiliated persons" of the Trust, the Adviser or the Sub-Adviser.

Allocation of Brokerage. Adviser shall have authority and discretion Subject to select brokers and dealers to execute portfolio transactions initiated by Adviser and to select the markets on or in which the transactions will be executed. In doing so, the Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients supervision of the Adviser may be a party. It and the Board, the Subadviser is understood that neither the Trust nor the Adviser has adopted a formula for allocation authorized and directed to establish and maintain accounts on behalf of the Trust's investment transaction business. It is also understood that it is desirable for the Trust that the 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 Trust than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. ThereforeFunds, the Adviser is authorized to place orders for the purchase and sale of securities Investments with or through such persons, brokers or dealers as the Subadviser may select, and negotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, the Subadviser will seek to obtain 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 security, amount of commission, if any, timing, reputation of broker or dealer and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. The Subadviser may cause each Fund with such certain brokers, subject to review pay a broker that provides brokerage and research services to the Subadviser a commission in excess of the commission that another broker would have charged for effecting that transaction provided (i) the Subadviser determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided by the Trust's Trustees from time to time executing broker in the terms of the particular transaction or in terms of the Subadviser’s overall responsibilities with respect to such Fund and the other accounts as to which the Subadviser exercises investment discretion, (ii) such commission is paid in compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and in accordance with this Agreement, and (iii) in the opinion of the Subadviser, the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. To the extent not prohibited by applicable laws and continuation of this practice. It is understood that regulations, if the services provided by such brokers may be useful to the Adviser in connection with its services to other clients. On occasions when the Adviser Subadviser deems the purchase or sale of a security to be in the best interest interests of the a Fund as well as other clientsclients of the Subadviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, Subadviser may aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient best execution. In such event, allocation of these securities and the securities so purchased or sold, as well as expenses incurred in the transaction, transaction will be made by the Adviser Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust Fund and to such other clients. For each fiscal quarter of the Trust, Adviser shall 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. The 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 Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the transactions will be executed. , 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 Trust’s Board of Trustees. A. In doing soexecuting portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable best price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Trust Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the Trust's Fund’s investment transaction business. It is also understood that it is desirable for the Trust 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 Trust 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 Fund with such certain brokers, subject to review by the Trust's ’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 clientsclients of the Sub-Adviser. Subject to best execution, the Sub-Adviser is also authorized to place orders with certain brokers for services deemed by the Adviser to be beneficial for the Fund; and the Sub-Adviser shall follow the directions of the Adviser or the Trust in this regard. The Adviser agrees and acknowledges that directed brokerage arrangements (i) the Sub-Adviser’s ability to seek best execution and negotiate commissions; (ii) limits the ability of the Fund to participate in aggregated trades; and, as a result, and (iii) may increase the cost of trade execution to the Fund. The Adviser expressly acknowledges it has read the Sub-Adviser’s Form ADV Part 2A, Section 12. B. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Account as well as other clientsclients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable best 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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust in respect of the Fund and to such other clients. For each fiscal quarter . C. 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 shall prepare or any sub-adviser for any Fund 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 render reports 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. 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 Fund, which is advising the Fund, concerning the Sub-Adviser or its affiliated persons’ transactions with the Fund in securities or other assets of the Fund, and (ii) will be limited to providing investment advice with respect 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 maintained by Rule 31a-1(b)(9) under the ActFund Account.

Allocation of Brokerage. The 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 Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the transactions will be executed. , 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 Trust's Board of Trustees, in each case, as provided to the Sub-Adviser in accordance with Section 5. a. In doing soexecuting portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient 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 Trust Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for the Trust 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 Trust 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 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. 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. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest clients of the Fund as well as other clients, the Sub-Adviser, . The Sub-Adviser is also authorized 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 place orders with certain brokers for services deemed by the Adviser in the manner it considers to be beneficial for the most equitable Fund; and consistent the Sub-Adviser shall follow the directions of the Adviser or the Trust in this regard. If the Adviser directs the Sub-Adviser to use a particular broker or brokers, the Sub-Adviser shall not be required to comply with its fiduciary obligations best execution obligations. b. The Sub-Adviser will maintain its current best execution policy and make it available to the Trust and to such other clientsAdviser on its demand. For each fiscal quarter The general best execution policy of Sinopia Asset Management is available on the Trust, Adviser shall 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 maintained by Rule 31a-1(b)(9) under the Actwebsite: ▇▇▇.▇▇▇▇▇▇▇.

Allocation of Brokerage. Adviser shall have authority and discretion Subject to select brokers and dealers to execute portfolio transactions initiated by Adviser and to select the markets on or in which the transactions will be executed. In doing so, the Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients general supervision of the Adviser may be a party. It and the Board, the Subadviser is understood that neither the Trust nor the Adviser has adopted a formula for allocation authorized and directed to establish and maintain accounts on behalf of the Trust's investment transaction business. It is also understood that it is desirable for the Trust that the 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 Trust than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. ThereforeFund, the Adviser is authorized to place orders for the purchase and sale of securities Investments with or through such persons, brokers or dealers as the Subadviser may select, and negotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, the Subadviser will seek to obtain 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 security, amount of commission, if any, timing, reputation of broker or dealer, research and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. The Subadviser may cause the Fund with such certain brokers, subject to review pay a broker that provides brokerage and research services to the Subadviser a commission in excess of the commission that another broker would have charged for effecting that transaction provided (i) the Subadviser determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided by the Trust's Trustees from time to time executing broker in the terms of the particular transaction or in terms of the Subadviser’s overall responsibilities with respect to the extent Fund and continuation the other accounts as to which the Subadviser exercises investment discretion, (ii) such commission is paid in compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and in accordance with this practice. It is understood Agreement, and (iii) the Subadviser reasonably believes that the services provided total commissions paid by such brokers may the Fund will be useful reasonable in relation to the Adviser in connection with its services benefits to other clientsthe Fund over the long term. On occasions when To the Adviser extent not prohibited by applicable laws and regulations, if the Subadviser deems the purchase or sale of a security to be in the best interest interests of the Fund as well as other clientsclients of the Subadviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, Subadviser may aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient best execution. In such event, allocation of these securities and the securities so purchased or sold, as well as expenses incurred in the transaction, transaction will be made by the Adviser Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust Fund and to such other clients. For each fiscal quarter The Adviser agrees that the Subadviser may give advice and take action in the performance of its duties with respect to any of its other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Fund. The Adviser also acknowledges that the Subadviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Fund, and that the Subadviser will carry out its duties hereunder together with their duties under such relationships. Nothing in this Agreement shall be deemed to confer upon the Subadviser any obligation to purchase or sell or to recommend for purchase or sale for the Fund any investment that the Subadviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole discretion of the Trust, Adviser shall prepare and render reports Subadviser it is for any reason impractical or undesirable to take such action or make such recommendation for 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 maintained by Rule 31a-1(b)(9) under the ActFund.

Allocation of Brokerage. Adviser shall have authority Subject to the supervision of Advisor and discretion the Board, Subadvisor is authorized and directed to select brokers establish and dealers to execute portfolio transactions initiated by Adviser and to select the markets maintain accounts on or in which the transactions will be executed. In doing so, the Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients behalf of the Adviser may be a party. It is understood that neither the Trust nor the Adviser has adopted a formula for allocation of the Trust's investment transaction business. It is also understood that it is desirable for the Trust that the 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 Trust than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. ThereforeFund, the Adviser is authorized to place orders for the purchase and sale of securities Investments with or through such persons, brokers or dealers as Subadvisor may select, and negotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, Subadvisor will seek to obtain the most favorable combination of price and execution available (considering all factors it deems relevant under the circumstances, including price, size of transaction, nature of the market for the security, amount of commission, if any, timing, reputation of broker or dealer and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. Subadvisor may cause the Fund with such certain brokers, subject to review pay a broker that provides brokerage and research services to the Subadvisor a commission in excess of the commission that another broker would have charged for effecting that transaction provided: (i) Subadvisor determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided by the Trust's Trustees executing broker in the terms of the particular transaction; (ii) such commission is paid in material compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and in accordance with this Agreement; and (iii) in the opinion of the Subadvisor, the total commissions paid by the Fund will be reasonable in relation to the services received. Subadvisor shall provide such information regarding any such “soft dollar” arrangements that the Subadvisor maintains with respect to the Fund as may be requested from time to time with respect to by the Corporation, the Board or Advisor. To the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Adviser, to the extent permitted not prohibited by applicable laws and regulationslaw, may, but shall be under no obligation to, Subadvisor may aggregate the securities to be sold or purchased in order to seek to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of these securities and the securities so purchased or sold, as well as expenses incurred in the transaction, transaction will be made by the Adviser Subadvisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust Fund and to such Subadvisor’s other clients. For each fiscal quarter of the Trust, Adviser shall 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. The Sub-Adviser shall have the authority and discretion to select brokers and dealers to execute portfolio transactions initiated by Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the transactions will be executed. . A. In doing so, the 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 and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking most favorable price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by pay commissions to brokers or dealers who may effect other than its affiliates which are higher than might be charged by another qualified broker to obtain brokerage and/or research services considered by the Sub-Adviser to be useful or be a party to any such transaction desirable in the performance of its duties hereunder and for the investment management of other advisory accounts over which it or other transactions to which other clients of the Adviser may be a partyits affiliates exercise investment discretion. It is understood that neither the Trust Trust, the Adviser nor the Sub-Adviser has have adopted a formula for allocation of the Trust's Fund’s investment transaction business. It is also understood that it is desirable for the Trust 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 Trust 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 Fund with such certain brokers, subject to review by Manager and the Trust's ’s Board of 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 is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer. The determination may be viewed in terms of either a particular transaction or the Sub-Adviser’s overall responsibilities with respect to the Fund and to the other accounts over which it exercises investment discretion. It is understood that although the services provided by such brokers information may be useful to the Adviser in connection with its services Trust and the Sub-Adviser, it is not possible to other clientsplace a dollar value on such information. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be 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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust Fund with respect to the Fund and to such other clients. For each fiscal quarter of the TrustFund, the Sub-Adviser shall prepare and render reports to the Adviser and the Trust's ’s Board of 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 maintained by Rule 31a-1(b)(9) under the Act. B. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Fund’s account with a broker or dealer which is an “affiliated person” (as defined in the Act) of the Trust, the Adviser, the Sub-Adviser or any portfolio manager of the Trust without the prior written approval of the Adviser. The Adviser agrees that it will provide the Sub-Adviser with a list of brokers and dealers which are “affiliated persons” of the Trust, the Adviser or the Sub-Adviser.

Allocation of Brokerage. The 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 Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the transactions will be executed. , 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 Trust’s Board of Trustees, in each case, as provided to the Sub-Adviser in accordance with Section 5. a. In doing soexecuting portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient 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 Trust Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the Trust's Fund’s investment transaction business. It is also understood that it is desirable for the Trust 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 Trust 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 Fund with such certain brokers, subject to review by the Trust's ’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 clientsclients 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; and the Sub-Adviser shall follow the directions of the Adviser or the Trust in this regard. If the Adviser directs the Sub-Adviser to use a particular broker or brokers, the Sub-Adviser shall not be required to comply with its best execution obligations. b. The Sub-Adviser will maintain its current best execution policy and make it available to the Adviser on its demand. The general best execution policy of Sinopia Asset Management is available on the website: ▇▇▇.▇▇▇▇▇▇▇.▇▇. However, the specific conditions of the Agreement concerning best execution remain applicable; c. The Sub-Adviser will maintain its current conflict of interest policy and make it available to the Adviser on its demand. Notwithstanding the content of such policy, the parties agree to continue to comply with the terms and conditions of this Agreement. d. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Account as well as other clientsclients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable best 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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust in respect of the Fund and to such other clients. For each fiscal quarter . e. 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 Fund 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. f. 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 Fund, concerning the Sub-Adviser or its affiliated persons’ transactions with the Fund in securities or other assets of the Fund, and (ii) will be limited to providing investment advice with respect to the Fund Account. g. The Sub-Adviser shall prepare not be liable for the acts or omissions of any brokers or dealers provided however that (i) the Sub-Adviser shall use reasonable care in the selection of brokers or dealers and render reports to (ii) the Trust's Trustees Sub-Adviser shall promptly as is practicable inform the Adviser in the event any placed trade shall not settle in the ordinary course. It is agreed and understood that the Sub-Adviser may utilize the services of the total brokerage business placed an affiliate in placing trades with broker-dealers. Such affiliate shall have no role in actually executing trades, and the manner in which Sub-Adviser shall be liable for the allocation has been accomplished. Such reports shall set forth at a minimum the information required to be maintained by Rule 31a-1(b)(9) under the Actacts or omissions of such affiliate.

Allocation of Brokerage. Adviser shall have authority and discretion Subject to select brokers and dealers to execute portfolio transactions initiated by Adviser and to select the markets on or in which the transactions will be executed. In doing so, the Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients general supervision of the Adviser may be a party. It and the Board, the Subadviser is understood that neither the Trust nor the Adviser has adopted a formula for allocation authorized and directed to establish and maintain accounts on behalf of the Trust's investment transaction business. It is also understood that it is desirable for the Trust that the 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 Trust than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. ThereforeFund, the Adviser is authorized to place orders for the purchase and sale of securities Investments with or through such persons, brokers or dealers as the Subadviser may select, and negotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, the Subadviser will seek to obtain 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 security, amount of commission, if any, timing, reputation of broker or dealer, research and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. The Subadviser may cause the Fund with such certain brokers, subject to review pay a broker that provides brokerage and research services to the Subadviser a commission in excess of the commission that another broker would have charged for effecting that transaction provided (i) the Subadviser determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided by the Trust's Trustees from time to time executing broker in the terms of the particular transaction or in terms of the Subadviser’s overall responsibilities with respect to the extent Fund and continuation the other accounts as to which the Subadviser exercises investment discretion, (ii) such commission is paid in compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and in accordance with this practice. It is understood Agreement, and (iii) the Subadviser reasonably believes that the services provided total commissions paid by such brokers may the Fund will be useful reasonable in relation to the Adviser in connection with its services benefits to other clientsthe Fund over the long term. On occasions when To the Adviser extent not prohibited by applicable laws and regulations, if the Subadviser deems the purchase or sale of a security to be in the best interest interests of the Fund as well as other clientsclients of the Subadviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, Subadviser may aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient best execution. In such event, allocation of these securities and the securities so purchased or sold, as well as expenses incurred in the transaction, transaction will be made by the Adviser Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust Fund and to such other clients. For each fiscal quarter of the Trust, Adviser shall 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. Adviser shall have authority and discretion Subject to select brokers and dealers to execute portfolio transactions initiated by Adviser and to select the markets on or in which the transactions will be executed. In doing so, the Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients supervision of the Adviser may be a party. It and the Board, the Subadviser is understood that neither the Trust nor the Adviser has adopted a formula for allocation authorized and directed to establish and maintain accounts on behalf of the Trust's investment transaction business. It is also understood that it is desirable for the Trust that the 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 Trust than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. ThereforeFund, the Adviser is authorized to place orders for the purchase and sale of securities Investments with or through such persons, brokers or dealers as the Subadviser may elect, and negotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, the Subadviser will seek to obtain 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 security, amount of commission, if any, timing, reputation of broker or dealer and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. The Subadviser may cause the Fund with such certain brokers, subject to review pay a broker that provides brokerage and research services to the Subadviser a commission in excess of the commission that another broker would have charged for effecting that transaction provided (i) the Subadviser determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided by the Trust's Trustees from time to time executing broker in the terms of the particular transaction or in terms of the Subadviser’s overall responsibilities with respect to the extent Fund and continuation the other accounts as to which the Subadviser exercises investment discretion, (ii) such commission is paid in compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and in accordance with this practice. It is understood that Agreement, and (iii) in the services provided opinion of the Subadviser, the total commissions paid by such brokers may the Fund will be useful reasonable in relation to the Adviser in connection with its services benefits to other clientsthe Fund over the long term. On occasions when To the Adviser extent not prohibited by applicable laws and regulations, if the Subadviser deems the purchase or sale of a security to be in the best interest interests of the Fund as well as other clientsclients of the Subadviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, Subadviser may aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient best execution. In such event, allocation of these securities and the securities so purchased or sold, as well as expenses incurred in the transaction, transaction will be made by the Adviser Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust Fund and to such other clients. For each fiscal quarter of the Trust, Adviser shall 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 maintained by Rule 31a-1(b)(9) under the Actcustomers.

Allocation of Brokerage. The Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Adviser and to select the markets on or in which the transactions will be executed. In doing so, the Adviser will give primary consideration to securing the most favorable best price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Trust nor the Adviser has adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for the Trust that the 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 Trust Fund than may result when allocating brokerage to other brokers on the 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 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 Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be 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 Trust and to such other clients. For each fiscal quarter of the Trust, the Adviser shall 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 maintained by Rule 31a-1(b)(931a-1(b) (9) under the Act.

Allocation of Brokerage. (a) The Adviser shall have authority and discretion is authorized, subject to select brokers and dealers to execute portfolio transactions initiated by Adviser and to select the markets on or in which the transactions will be executed. In doing so, the Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Trust nor the Adviser has adopted a formula for allocation supervision of the Trust's investment transaction business. It is also understood that it is desirable for Board of Trustees and consistent with any policies and procedures the Trust that the Adviser have access Board of Trustees may from time 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 Trust than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Thereforetime adopt, the Adviser is authorized to place orders for the purchase and sale of securities and to negotiate commissions to be paid on such transactions. The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of securities for the Fund with such certain brokers, subject and is directed to review use its best efforts to obtain the best net results as described in the Fund's statement of additional information. (b) Subject to the appropriate policies and procedures approved by the Trust's Trustees from time Board of Trustees, the Adviser may, on behalf of the Fund, pay brokerage commissions to time a broker which provides brokerage and research services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided by the executing broker in terms of the particular transaction or in terms of the Adviser's overall responsibilities with respect to the extent Trust and continuation the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of this practice. It is understood that the services provided Securities Exchange Act of 1934, as amended, and other applicable state and federal laws, and (iii) in the opinion of the Adviser, the total commissions paid by such brokers may the Fund will be useful reasonable in relation to the benefits to the Fund over the long term. Subject to seeking the most favorable price and execution, the Board of Trustees may cause the Adviser to effect transactions in connection with its services portfolio securities through broker-dealers in a manner that will help generate resources to other clients. On occasions when pay the cost of certain expenses which the Fund is required to pay or for which the Fund is required to arrange payment. (c) When the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other of its clients, the Adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold or purchased in order to attempt to obtain the most a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust Fund and to such its other affected clients. For each fiscal quarter of the Trust, Adviser shall 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. The Sub-Adviser shall have the authority and discretion to select brokers and dealers to execute portfolio transactions initiated by Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the transactions will be executed. . A. In doing so, the Sub-Adviser will give primary consideration to securing the best net price and the most favorable execution, taking into account such factors as price and efficient execution. Consistent with this policy(including the applicable brokerage commission or dealer spread), the Adviser may consider execution capability, financial responsibility and responsiveness of the financial responsibility, broker or dealer and the brokerage and research and investment information and other services provided by brokers the broker or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a partydealer. It is understood that neither the Trust Fund, the Adviser nor the Sub-Adviser has have adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for Consistent with the Trust that Rules of Fair Practice of the Adviser have access National Association of Securities Dealers, Inc., and subject 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 Trust than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Thereforebest qualitative execution, the Sub-Adviser is authorized may give consideration to place orders for the purchase and sale sales of securities for shares of the Fund with such certain brokers, subject as a factor in the selection of brokers and dealers to review by execute portfolio transactions of the Trust's 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 Adviser in connection with its services to other clientsFund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be 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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust Fund with respect to the Fund and to such other clients. For each fiscal quarter of the TrustFund, the Sub-Adviser shall prepare and render reports to the Adviser and the Trust's Board of 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 maintained by Rule 31a-1(b)(9) under the Act. B. Adviser may execute portfolio transactions for the Fund's account with a broker or dealer which is an "affiliated person" (as defined in the Act) of the Trust, the Adviser or the Sub-Adviser or any other investment adviser of the Trust. The Adviser agrees that it will provide the Sub-Adviser with a list of brokers and dealers which are "affiliated persons" of the Trust, the Adviser or the Sub-Adviser.

Allocation of Brokerage. The Sub-Adviser shall have the authority and discretion to select brokers and dealers to execute portfolio transactions initiated by Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the transactions will be executed. . A. In doing so, the Sub-Adviser will give primary consideration to securing the best net price and the most favorable execution, taking into account such factors as price and efficient execution. Consistent with this policy(including the applicable brokerage commission or dealer spread), the Adviser may consider execution capability, financial responsibility and responsiveness of the financial responsibility, broker or dealer and the brokerage and research and investment information and other services provided by brokers the broker or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a partydealer. It is understood that neither the Trust Fund, the Adviser nor the Sub-Adviser has have adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for Consistent with the Trust that Rules of Fair Practice of the Adviser have access National Association of Securities Dealers, Inc., and subject 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 Trust than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Thereforebest qualitative execution, the Sub-Adviser is authorized may give consideration to place orders for the purchase and sale sales of securities for shares of the Fund with such certain brokers, subject as a factor in the selection of brokers and dealers to review by execute portfolio transactions of the Trust's 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 Adviser in connection with its services to other clientsFund. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be 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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust Fund with respect to the Fund and to such other clients. For each fiscal quarter of the TrustFund, the Sub-Adviser shall prepare and render reports to the Adviser and the Trust's Board of 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 maintained by Rule 31a-1(b)(9) under the Act. (1) Notwithstanding anything to the contrary set forth herein, the Trust, on behalf of the Fund, and the Adviser authorize the Sub-Adviser to use one or more affiliates of the Sub-Adviser, or other parties related to the Sub-Adviser, as brokers for effecting securities transactions on behalf of the Fund, and to pay reasonable brokerage commissions therefor. (2) The Sub-Adviser has furnished the Trust and the Adviser with the reasonably available information that the Sub-Adviser reasonably believes to be necessary for the Fund to determine whether the authorization described in subparagraph (B)(1) should be made, including a description of the Sub-Adviser's brokerage practices and any other reasonably available information that the Trust and the Adviser have requested. (3) The Trust and the Adviser further consent to the purchase or sale by the Sub-Adviser (or the recommendation for the purchase or sale) for the account of the Fund any security in which Dresdner Bank, Dresdner Securities (USA), Inc. or any of their related entities makes a market or for which it is an underwriter; provided, that in each such case (i) the Sub- Adviser has conducted an independent analysis of the security in the same manner and to the same extent as if the security were not underwritten or dealt in by an affiliate, and (ii) such security is purchased from or sold to a non-affiliated party.

Allocation of Brokerage. The Adviser shall have the authority and discretion to select brokers and dealers to execute portfolio transactions initiated by Adviser the Adviser, and to select for the selection of the markets on or in which the transactions will be executed. . A. In doing so, the Adviser will give primary consideration to securing the most favorable best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and efficient executionresponsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by select brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients also provide brokerage and research services (as those terms are defined in Section 28(e) of the Adviser may be a partySecurities Exchange Act of 1934) to the other accounts over which it exercises investment discretion. It is understood that neither the Trust Trust, the Manager nor the Adviser has have adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for the Trust Fund that the Manager and/or the 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 Trust Fund than may result when allocating brokerage to other brokers on the 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 is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer. The determination may be viewed in terms of either a particular transaction or the Adviser's overall responsibilities with respect to the Fund and to the other accounts over which it exercises investment discretion. It is understood that although the services provided by such brokers 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 Adviser may give consideration to sales of shares of the Fund as a factor in connection with its services the selection of brokers and dealers to other clientsexecute 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, 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 Trust Fund with respect to the Fund and to such other clients. For each fiscal quarter of the TrustFund, 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 allocation has been accomplished. Such reports shall set forth at a minimum the information required to be maintained by Rule 31a-1(b)(9) under the Act. B. Adviser agrees that it will not execute any portfolio transactions for the Fund's account with a broker or dealer which is an "affiliated person" (as defined in the Act) of the Trust, the Manager or the Adviser without the prior approval of the Manager. The Manager agrees that it will provide the Adviser with a list of brokers and dealers which are "affiliated persons" of the Trust, the Manager or the Adviser.

Allocation of Brokerage. Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by Adviser and to select the markets on or in which the transactions will be executed. In doing so, the Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Trust nor the Adviser has adopted a formula for allocation of the Trust's investment transaction business. It is also understood that it is desirable for the Trust that the 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 Trust than may result when allocating brokerage to other brokers on the 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 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 Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be 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 Trust and to such other clients. For each fiscal quarter of the Trust, Adviser shall 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 maintained by Rule 31a-1(b)(9) under the Act.. '

Allocation of Brokerage. The Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Adviser and to select the markets on or in which the transactions will be executed. In doing so, the Adviser will give primary consideration to securing the most favorable best price and efficient execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is understood that neither the Trust nor the Adviser has adopted a formula for allocation of the Trust's Funds' investment transaction business. It is also understood that it is desirable for the Trust that the 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 Trust Funds than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund Funds 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. It is understood that the services provided by such brokers may be useful to the Adviser in connection with its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund Funds as well as other clients, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be 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 Trust and to such other clients. For each fiscal quarter of the Trust, the Adviser shall 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 maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. The 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 Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the transactions will be executed. , 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 Trust's Board of Trustees. a. In doing soexecuting portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable best price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Trust Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for the Trust 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 Trust 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 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. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clientsclients 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; and the Sub-Adviser shall follow the directions of the Adviser or the Trust 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 Fund Account as well as other clientsclients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable best 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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust in respect of the Fund and to such other clients. For each fiscal quarter . c. 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 shall prepare and render reports to or any sub-adviser for any Fund of the Trust; (ii) a principal underwriter of the Trust's Trustees 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 total brokerage business placed 1940 Act and the manner Trust's Rule 17e-1 procedures, as adopted in which accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of the allocation has been accomplished1940 and the Trust's Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. Such reports shall set forth at The Adviser agrees that it will provide the Sub-Adviser with a minimum list of such affiliated brokers and dealers. d. The Sub-Adviser acknowledges and agrees that in connection with the information required to be maintained by Rule 31a-1(b)(9) 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 Fund, concerning the Sub-Adviser or its affiliated persons' transactions with the Fund in securities or other assets of the Fund, and (ii) will be limited to providing investment advice with respect to the Fund Account.

Allocation of Brokerage. Adviser The Sub-Adviser, in accordance with its Policies and Procedures on Order Execution, as may be amended from time to time, 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 Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the transactions will be executed. , 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 Trust’s Board of Trustees. A. In doing soexecuting portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient seek best execution. Consistent with this policythe Sub-Advisor’s Policy and Procedures on Order Execution, the Sub-Adviser may also 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 Trust Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation that would require a certain percentage of the Trust's Fund’s investment transaction businessbusiness be allocated to any broker. It is also understood that it is desirable for the Trust 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 Trust than may result when allocating brokerage to other brokers on the 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 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 Adviser in connection with its services to other clients. . B. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Account as well as other clientsclients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable best 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 Sub-Adviser as set forth in the Sub-Advisor’s Policy and Procedures Regarding Allocation of Trades as may be amended from time to time, and in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust in respect of the Fund and to such other clients. For each fiscal quarter . C. 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 shall prepare or any sub-adviser for any Fund 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 render reports 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. 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 Fund, which is advising the Fund, concerning the Sub-Adviser or its affiliated persons’ transactions with the Fund in securities or other assets of the Fund, and (ii) will be limited to providing investment advice with respect 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 maintained by Rule 31a-1(b)(9) under the ActFund Account.

Allocation of Brokerage. The 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 Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the transactions will be executed. , 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 Trust’s Board of Trustees, in each case, as provided to the Sub-Adviser in accordance with Section 5. a. In doing soexecuting portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient 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 Trust Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the TrustFund's investment transaction business. It is also understood that it is desirable for the Trust 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 Trust 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 Fund with such certain brokers, subject to review by the Trust's ’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 clientsclients 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; and the Sub-Adviser shall follow the directions of the Adviser or the Trust in this regard. If the Adviser directs the Sub-Adviser to use a particular broker or brokers, the Sub-Adviser shall not be required to comply with its best execution obligations. b. The Sub-Adviser will maintain its current best execution policy and make it available to the Adviser on its demand. The general best execution policy of HSBC Global Asset Management (France) is available on the website: ▇▇▇.▇▇▇▇.▇▇. However, the specific conditions of the Agreement concerning best execution remain applicable; c. The Sub-Adviser will maintain its current conflict of interest policy and make it available to the Adviser on its demand. Notwithstanding the content of such policy, the parties agree to continue to comply with the terms and conditions of this Agreement. d. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Account as well as other clientsclients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable best 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 Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust in respect of the Fund and to such other clients. For each fiscal quarter . e. 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 Fund 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-l of the 1940 Act and the Trust’s Rule 17e-l procedures, as adopted in accordance with Rule 17e-l 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. f. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-l, 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 Fund, concerning the Sub-Adviser or its affiliated persons’ transactions with the Fund in securities or other assets of the Fund, and (ii) will be limited to providing investment advice with respect to the Fund Account. g. The Sub-Adviser shall prepare not be liable for the acts or omissions of any brokers or dealers provided however that (i) the Sub-Adviser shall use reasonable care in the selection of brokers or dealers and render reports to (ii) the Trust's Trustees Sub-Adviser shall promptly as is practicable inform the Adviser in the event any placed trade shall not settle in the ordinary course. It is agreed and understood that the Sub-Adviser may utilize the services of the total brokerage business placed an affiliate in placing trades with broker-dealers. Such affiliate shall have no role in actually executing trades, and the manner in which Sub-Adviser shall be liable for the allocation has been accomplished. Such reports shall set forth at a minimum the information required to be maintained by Rule 31a-1(b)(9) under the Actacts or omissions of such affiliate.

Allocation of Brokerage. The 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 VII C hereof) to execute portfolio transactions initiated by Adviser the Sub-Adviser, and to select for the selection of the markets on or in which the transactions will be executed. , subject to the following and subject to conformance with the policies and procedures disclosed in the Funds' Prospectus and Statement of Additional Information and the policies and procedures adopted by the Trust's Board of Trustees. A. In doing soexecuting portfolio transactions, the Sub-Adviser will give primary consideration to securing the most favorable best price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Trust Trust, nor the Adviser or Sub-Adviser has adopted a formula for allocation of the Trust's Funds' investment transaction business. It is also understood that it is desirable for the Trust Funds 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 Trust Funds 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 Fund Funds with certain 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. It is understood that the services provided by such brokers may be useful to the Sub- Adviser in connection with its services to other clientsclients 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 Funds; and the Sub-Adviser shall follow the directions of the Adviser or the Trust 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 a Fund Account as well as other clientsclients of the Sub-Adviser, the Sub- Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable best 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 Sub- Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust in respect of the Funds and to such other clients. For each fiscal quarter . C. The Sub-Adviser agrees that it will not execute any portfolio transactions for a Fund Account with a broker or dealer which is (i) an affiliated person of the Trust, the Adviser shall prepare or any sub-adviser for any Funds 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 render reports to the Trust's Trustees Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of the total brokerage business placed 1940 and the manner Trust's Rule 10f-3(c) procedures, as adopted in which accordance with Rule 10f-3. D. The Sub-Adviser acknowledges and agrees that in connection with the allocation has been accomplished. Such reports shall set forth at a minimum the information required to be maintained by Rule 31a-1(b)(9) 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, which is advising the Funds, concerning the Sub-Adviser or its affiliated persons' transactions with the Funds in securities or other assets of the Funds, and (ii) will be limited to providing investment advice with respect to each Fund Account.