Common use of Allocation of Brokerage Clause in Contracts

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s 's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by at the Subadviser to be equitable and consistent with average execution price. If less than the Subadviser’s fiduciary obligations in respect total of the Designated Series and aggregated orders is executed, purchased securities or proceeds shall generally be allocated pro rata among the participating portfolios in proportion to such other accountstheir planned participation in the aggregated orders. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “"affiliated person” " (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, Subadviser or the Adviser; (ii) a principal underwriter of Adviser without the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures prior written approval of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “"affiliated persons” " of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundTrust, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundTrust, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the FundTrust, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Trust a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund Trust and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series Series; (ii) another series of the Fund, or Trust; (iii) the Adviser; (iiiv) the Subadviser or any other subadviser to the Series; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriter; the Series, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, the Adviser or the Adviserprincipal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by at the Subadviser to be equitable and consistent with average execution price. If less than the Subadviser’s fiduciary obligations in respect total of the Designated Series and aggregated orders is executed, purchased securities or proceeds shall generally be allocated pro rata among the participating portfolios in proportion to such other accountstheir planned participation in the aggregated orders. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, Subadviser or the Adviser; (ii) a principal underwriter of Adviser without the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures prior written approval of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall Sub-Adviser will have authority and discretion to select brokers and dealers to execute Designated Series Fund transactions initiated by the SubadviserSub-Adviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the SubadviserSub-Adviser’s primary responsibility shall will be to seek the best execution of orders at the most favorable prices. However, this responsibility shall will not obligate the Subadviser Sub-Adviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser Sub-Adviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the SubadviserSub-Adviser, viewed in terms of either that particular transaction or of the SubadviserSub-Adviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser Sub-Adviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser Sub-Adviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser Sub-Adviser manages will, from time to time, purchase or sell the same securities. The Subadviser Sub-Adviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series Fund with orders on behalf of other portfolios the Subadviser Sub-Adviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed by the Subadviser Sub-Adviser that bought or sold such securities in a manner considered by the Subadviser Sub-Adviser to be equitable and consistent with the SubadviserSub-Adviser’s fiduciary obligations in respect of the Designated Series Fund and to such other accounts. C. The Subadviser shall Sub-Adviser will not execute any Series transactions for the Designated Series Fund with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the FundTrust, the SubadviserSub-Adviser, any subadviser sub-adviser to any other Series series of the FundTrust, or the Adviser; (ii) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund shall Trust will provide the Subadviser Sub-Adviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series Fund and the requirements of best price and execution, the Subadviser Sub-Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Fund and another account managed by the Subadviser Sub-Adviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Trust adopted on behalf of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundTrust, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundTrust, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the FundTrust, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Trust a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund Trust and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series of the Fund, or Designated Series; (ii) another Series; (iii) the Adviser; (iiiv) the Subadviser or any other subadviser to the Designated Series; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriter; the Designated Series, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, the Adviser or the Adviserprincipal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser 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 Designated Series portfolio transactions initiated by the SubadviserSub-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. a. In placing orders for executing portfolio transactions, the sale Sub-Adviser will give primary consideration to securing the best price and purchase 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 Designated Series securities for the Sub-Adviser may be a party. It is understood that neither the Fund, the Subadviser’s primary responsibility shall be Adviser nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to seek 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 best execution Fund than may result when allocating brokerage to other brokers on the basis of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek seeking the lowest available commission cost commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Series with certain such brokers, subject to review by the Fund's Board of Trustees from time to time with respect to the Fund, so long as the Subadviser reasonably believes extent and continuation of this practice. It is understood that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer brokers may be useful to the Subadviser, viewed Sub-Adviser in terms of either that particular transaction or connection with its services to other clients of the Subadviser’s overall responsibilities Sub-Adviser. The Sub-Adviser is also authorized to place orders with respect certain brokers for services deemed by the Adviser to its clients, including be beneficial for the Fund, as to which ; and the Subadviser exercises investment discretion, notwithstanding that Sub-Adviser shall follow the directions of the Adviser or the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transactionin this regard. B. The Subadviser may manage other portfolios and expects that b. On occasions when the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for Sub-Adviser deems the purchase or sale of securities on behalf a security to be in the best interest of the Designated Series with orders on behalf as well as other clients of other portfolios the Subadviser managesSub-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 best price and execution. Securities In such event, allocation of the securities so purchased or proceeds of securities sold through aggregated orderssold, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed made by the Subadviser that bought or sold such securities Sub-Adviser in a the manner considered by the Subadviser it considers to be the most equitable and consistent with the Subadviser’s its fiduciary obligations to the Fund in respect of the Designated Series and to such other accountsclients. C. c. The Subadviser shall Sub-Adviser agrees that it will not execute any Series portfolio transactions for the Designated Series Account with a broker or dealer that which is (i) an “affiliated person” (as defined in the Act) person of the Fund, including the Subadviser, Adviser or any subadviser to Sub-Adviser for any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s 's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance executed (x) with any applicable policies and procedures 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 Fund shall Adviser agrees that it will provide the Subadviser Sub-Adviser with a list of such brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and proceduresdealers. D. Consistent with its fiduciary obligations d. The Adviser shall render regular reports to the Fund in respect of the Designated Series total brokerage business placed and the requirements of best price and execution, manner in which the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresallocation has been accomplished.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s 's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser it manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series Fund with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities at the average execution price. If less than the total of the aggregated orders is executed, purchased securities or proceeds shall generally be allocated pro rata among the participating portfolios in a manner considered by proportion to their planned participation in the Subadviser aggregated orders. Further, in the event not all portfolios are allocated the entire number of securities sought to be equitable and consistent with bought or sold on behalf of such portfolio, it is possible that no portfolio will be deemed to have purchased or sold the Subadviser’s fiduciary obligations in respect entire number of the Designated Series and securities sought to be purchased or sold on behalf of such other accountsportfolio. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “"affiliated person” " (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, Subadviser or the Adviser; (ii) a principal underwriter of Adviser without the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures prior written approval of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “"affiliated persons” " of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall Sub-Adviser will have authority and discretion to select brokers and dealers to execute Designated Series Fund transactions initiated by the SubadviserSub-Adviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the SubadviserSub-Adviser’s primary responsibility shall will be to seek the best execution of orders at the most favorable prices. However, this responsibility shall will not obligate the Subadviser Sub-Adviser to solicit competitive bids for each transaction or to seek the lowest available spreads or commission cost costs to the Fund, so long as the Subadviser Sub-Adviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the spread or commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the SubadviserSub-Adviser, viewed in terms of either that particular transaction or of the SubadviserSub-Adviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser Sub-Adviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower spread or commission on the particular transaction. B. The Subadviser Sub-Adviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser Sub-Adviser manages will, from time to time, purchase or sell the same securities. The Subadviser Sub-Adviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series Fund with orders on behalf of other portfolios the Subadviser Sub-Adviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed by the Subadviser Sub-Adviser that bought or sold such securities in a manner considered by the Subadviser Sub-Adviser to be equitable and consistent with the SubadviserSub-Adviser’s fiduciary obligations in respect of the Designated Series Fund and to such other accounts. C. The Subadviser shall Sub-Adviser will not execute any Series transactions for the Designated Series Fund with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the FundTrust, the SubadviserSub-Adviser, any subadviser sub-adviser to any other Series series of the FundTrust, or the Adviser; (ii) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund shall Trust will provide the Subadviser Sub-Adviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series Fund and the requirements of best price and execution, the Subadviser Sub-Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Fund and another account managed by the Subadviser Sub-Adviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Trust adopted on behalf of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser 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 Designated Series portfolio transactions initiated by the SubadviserSub-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. (a) In placing orders for executing portfolio transactions, the sale Sub-Adviser will give primary consideration to securing the best price and purchase 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 Designated Series securities for the Sub-Adviser may be a party. It is understood that neither the Fund, the Subadviser’s primary responsibility shall be Adviser nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to seek 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 best execution Fund than may result when allocating brokerage to other brokers on the basis of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek seeking the lowest available commission cost commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Series with certain such brokers, subject to review by the Fund's Board of Trustees from time to time with respect to the Fund, so long as the Subadviser reasonably believes extent and continuation of this practice. It is understood that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer brokers may be useful to the Subadviser, viewed Sub-Adviser in terms of either that particular transaction or connection with its services to other clients of the Subadviser’s overall responsibilities Sub-Adviser. The Sub-Adviser is also authorized to place orders with respect certain brokers for services deemed by the Adviser to its clients, including be beneficial for the Fund, as to which ; and the Subadviser exercises investment discretion, notwithstanding that Sub-Adviser shall follow the directions of the Adviser or the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transactionin this regard. B. The Subadviser may manage other portfolios and expects that (b) On occasions when the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for Sub-Adviser deems the purchase or sale of securities on behalf a security to be in the best interest of the Designated Series with orders on behalf as well as other clients of other portfolios the Subadviser managesSub-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 best price and execution. Securities In such event, allocation of the securities so purchased or proceeds of securities sold through aggregated orderssold, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed made by the Subadviser that bought or sold such securities Sub-Adviser in a the manner considered by the Subadviser it considers to be the most equitable and consistent with the Subadviser’s its fiduciary obligations to the Fund in respect of the Designated Series and to such other accountsclients. C. (c) The Subadviser shall Sub-Adviser agrees that it will not execute without the prior written approval of the Adviser any Series portfolio transactions for the Designated Series Account with a broker or dealer that which is (i) an “affiliated person” (as defined in the Act) person of the Fund, including the Subadviser, Adviser or any subadviser to Sub-Adviser for any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s 's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall Adviser agrees that it will provide the Subadviser Sub-Adviser with a list of such brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and proceduresdealers. D. Consistent with its fiduciary obligations (d) The Adviser shall render regular reports to the Fund in respect of the Designated Series total brokerage business placed and the requirements of best price and execution, manner in which the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresallocation has been accomplished.

Allocation of Brokerage. The Subadviser 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 Designated Series portfolio transactions initiated by the SubadviserSub-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. a. In placing executing portfolio transactions, the Sub-Adviser will give primary consideration to securing the best price and 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, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale and purchase of Designated Series securities for the FundFund with certain such brokers, subject to review by the SubadviserTrust’s primary responsibility shall be Board of Trustees from time to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost time with respect to the Fund, so long as the Subadviser reasonably believes extent and continuation of this practice. It is understood that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer brokers may be useful to the Subadviser, viewed Sub-Adviser in terms of either that particular transaction or connection with its services to other clients of the Subadviser’s overall responsibilities Sub-Adviser. The Sub-Adviser is also authorized to place orders with respect certain brokers for services deemed by the Adviser to its clients, including be beneficial for the Fund, as to which ; and the Subadviser exercises investment discretion, notwithstanding that Sub-Adviser shall follow the Fund may not be directions of the direct Adviser or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transactionTrust in this regard. B. The Subadviser may manage other portfolios and expects that b. On occasions when the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for Sub-Adviser deems the purchase or sale of securities on behalf a security to be in the best interest of the Designated Series with orders on behalf Fund Account as well as other clients of other portfolios the Subadviser managesSub-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 best price and execution. Securities In such event, allocation of the securities so purchased or proceeds of securities sold through aggregated orderssold, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed made by the Subadviser that bought or sold such securities Sub-Adviser in a the manner considered by the Subadviser it considers to be the most equitable and consistent with the Subadviser’s its fiduciary obligations to the Trust in respect of the Designated Series Fund and to such other accountsclients. C. c. The Subadviser shall Sub-Adviser agrees that it will not execute any Series portfolio transactions for the Designated Series Fund Account with a broker or dealer that which is (i) an “affiliated person” (as defined in the Act) person of the FundTrust, the Subadviser, Adviser or any subadviser to sub-adviser for any other Series Fund of the Fund, or the AdviserTrust; (ii) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law (x) exempt under Rules 10f-3(b) or regulation and carried out 17a-10, (y) executed in compliance accordance with any applicable policies and procedures Rule 17e-1 of the Fund1940 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 Fund shall Adviser agrees that it will provide the Subadviser Sub-Adviser with a list of such affiliated brokers and dealers dealers. d. The Sub-Adviser acknowledges and agrees that are “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 or the AdviserFund, and applicable policies and procedures. D. Consistent (ii) will be limited to providing investment advice with its fiduciary obligations respect to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresAccount.

Allocation of Brokerage. The Subadviser shall have authority is authorized, subject to the supervision of the Adviser and discretion the Board of Directors of the Fund, to select place orders for the purchase and sale of the Fund's Investments with or through such persons, brokers and dealers to execute Designated Series transactions initiated by the Subadviseror dealers, and to select negotiate commissions to be paid on such transactions in accordance with the markets Fund's policy with respect to brokerage as set forth in the Prospectus. The Subadviser may, on or in which the transactions will be executed. A. In placing orders for the sale and purchase behalf of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be pay brokerage commissions to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate a broker which provides brokerage and research services to the Subadviser to solicit competitive bids in excess of the amount another broker would have charged for each transaction or to seek effecting the lowest available commission cost to the Fundtransaction, so long as provided (i) the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost amount is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such the executing broker or dealer to the Subadviser, viewed in terms of either that the particular transaction or in terms of the Subadviser’s 's overall responsibilities with respect to its clients, including the Fund, Fund and the accounts as to which the Subadviser exercises investment discretion, notwithstanding (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws and regulations, and (iii) in the opinion of the Subadviser, the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. It is recognized that the Fund may not be the direct or exclusive beneficiary of any services provided by such services or that another broker brokers may be willing useful to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time in connection with the Subadviser's services to time, purchase or sell other clients. On occasions when the same securities. The Subadviser may aggregate orders for deems the purchase or sale of securities on behalf a security to be in the best interests of the Designated Series with orders on behalf Fund as well as other clients of other portfolios the Subadviser managesSubadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. Securities purchased or proceeds In such event, allocation of securities so sold through aggregated ordersor purchased, as well as the expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed made by the Subadviser that bought or sold such securities in a the manner considered by the Subadviser considers to be the most equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresother clients.

Allocation of Brokerage. The Subadviser shall Sub-Adviser will have authority and discretion to select brokers and dealers to execute Designated Series Fund transactions initiated by the SubadviserSub-Adviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the SubadviserSub-Adviser’s primary responsibility shall will be to seek the best execution of orders at the most favorable prices. However, this responsibility shall will not obligate the Subadviser Sub-Adviser to solicit competitive bids for each transaction or to seek the lowest available spreads or commission cost costs to the Fund, so long as the Subadviser Sub- Adviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the spread or commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the SubadviserSub-Adviser, viewed in terms of either that particular transaction or of the SubadviserSub-Adviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser Sub-Adviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower spread or commission on the particular transaction. B. The Subadviser Sub-Adviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser Sub-Adviser manages will, from time to time, purchase or sell the same securities. The Subadviser Sub- Adviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series Fund with orders on behalf of other portfolios the Subadviser Sub-Adviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed by the Subadviser Sub-Adviser that bought or sold such securities in a manner considered by the Subadviser Sub-Adviser to be equitable and consistent with the SubadviserSub- Adviser’s fiduciary obligations in respect of the Designated Series Fund and to such other accounts. C. The Subadviser shall Sub-Adviser will not execute any Series transactions for the Designated Series Fund with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the FundTrust, the SubadviserSub-Adviser, any subadviser sub-adviser to any other Series series of the FundTrust, or the Adviser; (ii) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund shall Trust will provide the Subadviser Sub-Adviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series Fund and the requirements of best price and execution, the Subadviser Sub-Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Fund and another account managed by the Subadviser Sub-Adviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Trust adopted on behalf of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser Sub-Adviser shall have the authority and discretion to select brokers and dealers to execute Designated Series portfolio transactions initiated by the Subadviser, Sub-Adviser and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Funddoing so, the Subadviser’s Sub-Adviser will give primary responsibility shall be consideration to seek 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 orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected and the brokerage and research services provided by the broker or dealer. Consistent with this policy, the Sub-Adviser may select brokers or dealers who also provide brokerage and research services (as those terms are defined in Section 28 (e) of the Securities Exchange Act of 1934) to the other accounts over which it can be expected exercises investment discretion. It is understood that it is desirable for the Fund that the Sub-Adviser have access to obtain supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a “best execution” market price higher commission to the Fund than may result when allocating brokerage to other brokers on the particular transaction basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Trust's 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 cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such the executing broker or dealer to the Subadviser, and dealer. The determination may be viewed in terms of either that a particular transaction or of the Subadviser’s Sub-Adviser's overall responsibilities with respect to its clients, including the Fund, as Fund and to the other accounts over which the Subadviser it exercises investment discretion. It is understood that although the information may be useful to the Trust and the Sub-Adviser, notwithstanding that it is not possible to place a dollar value on such information. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking best execution, the Sub-Adviser may give consideration to sales of shares of the Fund may not be as a factor in its selection of brokers and dealers to execute portfolio transactions of the direct or exclusive beneficiary of any such services or that another broker may be willing to charge Fund. On occasions when the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for Sub-Adviser deems the purchase or sale of securities on behalf a security to be in the best interest of the Designated Series with orders on behalf 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 other portfolios the Subadviser manages. Securities securities so purchased or proceeds of securities sold through aggregated orderssold, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed made by the Subadviser that bought or sold such securities Sub-Adviser in a the manner considered by the Subadviser it considers to be the most equitable and consistent with the Subadviser’s its fiduciary obligations in respect of to the Designated Series Trust and to such other accountsclients. For each fiscal quarter of the Trust, 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. C. B. The Subadviser shall Sub-Adviser agrees that it will not execute any Series portfolio transactions for the Designated Series Fund's account with a broker or dealer that which is (i) an “"affiliated person” " (as defined in the Act) of the FundTrust, the SubadviserAdviser, the Sub-Adviser or any subadviser to any other Series portfolio manager of the Fund, or Trust without the prior written approval of the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall Adviser agrees that it will provide the Subadviser Sub-Adviser with a list of brokers and dealers that which are “"affiliated persons” " of the Fund Trust, the Adviser or the Sub-Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundTrust, the Subadviser’s 's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundTrust, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” market price " on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s 's overall responsibilities with respect to its clients, including the FundTrust, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Trust a lower commission on the particular transaction. B. The Subadviser may manage other portfolios Subject to the requirements of paragraph A above, the Adviser shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Adviser and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transactionSubadviser, shall be allocated executed by brokers and dealers that provide brokerage or research services to the account Trust or that will be of each portfolio managed by value to the Subadviser that bought Trust in the management of its assets, which services and relationship may, but need not, be of direct or sold such securities in a manner considered by exclusive benefit to the Subadviser Series. In addition, subject to be equitable and consistent with paragraph A above, the Subadviser’s fiduciary obligations in respect applicable Conduct Rules of the Designated Series National Association of Securities Dealers, Inc. and other applicable law, the Trust shall have the right to such other accountsrequest that transactions be executed by brokers and dealers by or through whom sales of shares of the Trust are made. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “"affiliated person” " (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and executionTrust, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between or the Designated Series and another account managed by Adviser without the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures prior written approval of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresTrust.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions for the Allocated Portion initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundAllocated Portion, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundAllocated Portion, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund Allocated Portion and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series Allocated Portion with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series Fund and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series Allocated Portion with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, or any other subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the AdviserAdviser or the principal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Allocated Portion and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser 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 Designated Series portfolio transactions initiated by the SubadviserSub-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 placing executing portfolio transactions, the Sub-Adviser will give primary consideration to securing the best price and 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, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale and purchase of Designated Series securities for the FundFund with certain brokers, subject to review by the SubadviserTrust’s primary responsibility shall be Board of Trustees from time to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost time with respect to the Fund, so long as the Subadviser reasonably believes extent and continuation of this practice. It is understood that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer brokers may be useful to the Subadviser, viewed Sub-Adviser in terms of either that particular transaction or connection with its services to other clients of the Subadviser’s overall responsibilities Sub-Adviser. The Sub-Adviser is also authorized to place orders with respect certain brokers for services deemed by the Adviser to its clients, including be beneficial for the Fund, as to which ; and the Subadviser exercises investment discretion, notwithstanding that Sub-Adviser shall follow the Fund may not be directions of the direct Adviser or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transactionTrust in this regard. B. The Subadviser may manage other portfolios and expects that On occasions when the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for Sub-Adviser deems the purchase or sale of securities on behalf a security to be in the best interest of the Designated Series with orders on behalf Fund Account as well as other clients of other portfolios the Subadviser managesSub-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 best price and execution. Securities In such event, allocation of the securities so purchased or proceeds of securities sold through aggregated orderssold, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed made by the Subadviser that bought or sold such securities Sub-Adviser in a the manner considered by the Subadviser it considers to be the most equitable and consistent with the Subadviser’s its fiduciary obligations to the Trust in respect of the Designated Series Fund and to such other accountsclients. C. The Subadviser shall Sub-Adviser agrees that it will not execute any Series portfolio transactions for the Designated Series Fund Account with a broker or dealer that which is (i) an “affiliated person” (as defined in the Act) person of the FundTrust, the Subadviser, Adviser or any subadviser to sub-adviser for any other Series Fund of the Fund, or the AdviserTrust; (ii) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law (x) exempt under Rules 10f-3(b) or regulation and carried out 17a-10, (y) executed in compliance accordance with any applicable policies and procedures Rule 17e-1 of the Fund1940 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 Fund shall Adviser agrees that it will provide the Subadviser Sub-Adviser with a list of such affiliated brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and proceduresdealers. D. Consistent 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 fiduciary obligations 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 in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresAccount.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundTrust, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundTrust, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the FundTrust, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Trust a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund Trust and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. It is recognized that in some cases, this procedure may adversely affect the price paid or received by a Designated Series or the size of the position obtainable for, or disposed of by, the Designated Series. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series Designated Series; (ii) another series of the Fund, or Trust; (iii) the Adviser; (iiiv) the Subadviser or any other subadviser to the Designated Series; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriter; the Series, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, the Adviser or the Adviserprincipal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s 's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios Subject to the requirements of paragraph A above, the Adviser shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Adviser and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transactionSubadviser, shall be allocated executed by brokers and dealers that provide brokerage or research services to the account Fund or that will be of each portfolio managed by value to the Subadviser that bought or sold such securities Fund in a manner considered by the Subadviser management of its assets, which services and relationship may, but need not, be of direct benefit to be equitable the Series. In addition, subject to paragraph A above and consistent with the Subadviser’s fiduciary obligations in respect applicable Conduct Rules of the Designated Series National Association of Securities Dealers, Inc., the Fund shall have the right to request that series transactions be executed by brokers and to such other accountsdealers by or through whom sales of shares of the Fund are made. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “"affiliated person” " (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, Subadviser or the Adviser; (ii) a principal underwriter of Adviser without the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures prior written approval of the Fund. The Fund shall will provide the Subadviser with a list of brokers and dealers that are “"affiliated persons” " of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser Sub-Adviser shall have the authority and discretion to select brokers and dealers to execute Designated Series portfolio transactions initiated by the Subadviser, Sub-Adviser and to select the markets on or in which the transactions will be executed. A. In placing 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. The Sub-Adviser does not participate in, third-party soft-dollar arrangements, although the Sub-Adviser may receive proprietary research from various full services brokers, the cost of which is bundled with the cost of the broker's execution services. The Sub-Adviser may aggregate trades with clients of State Street Global Advisors, whose commission dollars are used to generate soft dollar credits. Although the Sub-Adviser's clients' commissions are not used for third party soft dollars, the clients may benefit from the soft dollar products/services received by State Street Global Advisors. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale and purchase of Designated Series securities for the FundFund with such certain brokers, subject to review by the Subadviser’s primary responsibility shall be Trust's Board of Trustees from time to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost time with respect to the Fundextent and continuation of this practice, so long as the Subadviser reasonably believes provided that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and Sub-Adviser determines in good faith that the amount of the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such the executing broker or dealer to the Subadviser, and dealer. The determination may be viewed in terms of either that a particular transaction or of the Subadviser’s Sub-Adviser's overall responsibilities with respect to its clients, including the Fund, as Fund and to the other accounts over which the Subadviser it exercises investment discretion, notwithstanding that and therefore the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge those other services. . On occasions when the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for Sub-Adviser deems the purchase or sale of securities on behalf a security to be in the best interest of the Designated Series with orders on behalf Fund as well as other clients of other portfolios the Subadviser managesSub-Adviser or its affiliates, 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. Securities In such event, allocation of the securities so purchased or proceeds of securities sold through aggregated orderssold, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed made by the Subadviser that bought or sold such securities Sub-Adviser in a the manner considered by the Subadviser it considers to be the most equitable and consistent with the Subadviser’s its fiduciary obligations in respect of to the Designated Series Trust and to such other accountsclients. For each fiscal quarter of the Trust, 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. C. B. The Subadviser shall Sub-Adviser agrees that it will not execute any Series portfolio transactions for the Designated Series Fund's account with a broker or dealer that which is (i) an “"affiliated person” " (as defined in the Act) of the FundTrust, the SubadviserAdviser, the Sub-Adviser or any subadviser to any other Series portfolio manager of the FundTrust without the prior written approval of the Adviser. Notwithstanding the previous sentence, the Sub-Adviser may place trades through State Street Global Markets, LLC, an affiliate of the Sub-Adviser, or another broker or dealer affiliated with the Sub-Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; , in each case, unless such transactions are permitted by accordance with applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fundregulation. The Fund shall Adviser agrees that (i) it will provide the Subadviser Sub-Adviser with a written list of brokers and dealers that which are “"affiliated persons” " of the Fund Trust, or the Adviser, (ii) Adviser shall provide written updates to the list that reflect changes in the "affiliated persons" of the Trust, or the Adviser, and applicable policies (iii) Adviser and procedures. D. Consistent with its fiduciary obligations to the Fund shall hold harmless Sub-Adviser for actions taken in respect reliance of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedureslist.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s 's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s 's fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “"affiliated person” " (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s 's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.or

Allocation of Brokerage. The Subadviser 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 Designated Series portfolio transactions initiated by the SubadviserSub-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. (a) In placing orders for executing portfolio transactions, the sale Sub-Adviser will give primary consideration to securing the best price and purchase 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 Designated Series securities for the Sub-Adviser may be a party. It is understood that neither the Fund, the Subadviser’s primary responsibility shall be Adviser nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to seek 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 best execution Fund than may result when allocating brokerage to other brokers on the basis of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek seeking the lowest available commission cost commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Series with certain such brokers, subject to review by the Fund's Board of Trustees from time to time with respect to the Fund, so long as the Subadviser reasonably believes extent and continuation of this practice. It is understood that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer brokers may be useful to the Subadviser, viewed Sub-Adviser in terms of either that particular transaction or connection with its services to other clients of the Subadviser’s overall responsibilities Sub-Adviser. The Sub-Adviser is also authorized to place orders with respect certain brokers for services deemed by the Adviser to its clients, including be beneficial for the Fund, as to which ; and the Subadviser exercises investment discretion, notwithstanding that Sub-Adviser shall follow the directions of the Adviser or the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transactionin this regard. B. The Subadviser may manage other portfolios and expects that (b) On occasions when the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for Sub-Adviser deems the purchase or sale of securities on behalf a security to be in the best interest of the Designated Series with orders on behalf as well as other clients of other portfolios the Subadviser managesSub 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 best price and execution. Securities In such event, allocation of the securities so purchased or proceeds of securities sold through aggregated orderssold, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed made by the Subadviser that bought or sold such securities Sub-Adviser in a the manner considered by the Subadviser it considers to be the most equitable and consistent with the Subadviser’s its fiduciary obligations to the Fund in respect of the Designated Series and to such other accountsclients. C. (c) The Subadviser shall Sub-Adviser agrees that it will not execute without the prior written approval of the Adviser any Series portfolio transactions for the Designated Series Account with a broker or dealer that which is (i) an “affiliated person” (as defined in the Act) person of the Fund, including the Subadviser, Adviser or any subadviser to Sub-Adviser for any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s 's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall Adviser agrees that it will provide the Subadviser Sub-Adviser with a list of such brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and proceduresdealers. D. Consistent with its fiduciary obligations (d) The Adviser shall render regular reports to the Fund in respect of the Designated Series total brokerage business placed and the requirements of best price and execution, manner in which the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresallocation has been accomplished.

Allocation of Brokerage. The Subadviser Sub-Adviser shall have the authority and discretion to select brokers and dealers to execute Designated Series portfolio transactions initiated by the SubadviserSub-Adviser, and to select for the selection of the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Funddoing so, the Subadviser’s Sub-Adviser will give primary responsibility shall be consideration to seek 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 orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected and the brokerage and research services provided by it can 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, the Sub-Adviser may (i) pay commissions to brokers or dealers other than its affiliates which are higher than might be expected charged by another qualified broker to obtain brokerage and/or research services considered by the Sub-Adviser to be useful or desirable in the performance of its duties hereunder and for the investment management of other advisory accounts over which it or its affiliates exercise investment discretion and (ii) consider sales by brokers or dealers (other than its affiliates) of shares of the Fund as a “best execution” factor in its selection of brokers and dealers for the Fund's portfolio transactions. It is understood that neither the Trust, the Adviser nor the Sub-Adviser have adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market price research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the particular transaction basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Fund with such certain brokers, subject to review by the Trust's 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 cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such the executing broker or dealer to the Subadviser, dealer. The determination may be viewed in terms of either that a particular transaction or of the Subadviser’s Sub-Adviser's overall responsibilities with respect to its clients, including the Fund, as Fund and to the other accounts over which the Subadviser it exercises investment discretion, notwithstanding . It is understood that although the Fund may not be the direct or exclusive beneficiary of any such services or that another broker information may be willing useful to charge the Fund Trust and the Sub-Adviser, it is not possible to place a lower commission dollar value on such information. On occasions when the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for Sub-Adviser deems the purchase or sale of securities on behalf a security to be in the best interest of the Designated Series with orders on behalf 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 other portfolios the Subadviser manages. Securities securities so purchased or proceeds of securities sold through aggregated orderssold, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed made by the Subadviser that bought or sold such securities Sub-Adviser in a the manner considered by the Subadviser it considers to be the most equitable and consistent with the Subadviser’s its fiduciary obligations in to the Fund with respect of to the Designated Series Fund and to such other accountsclients. For each fiscal quarter of the Fund, 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. C. B. The Subadviser shall Sub-Adviser agrees that it will not execute any Series portfolio transactions for the Designated Series Fund's account with a broker or dealer that which is (i) an “"affiliated person” " (as defined in the Act) of the FundTrust, the SubadviserAdviser, the Sub-Adviser or any subadviser to any other Series portfolio manager of the Fund, or Trust without the prior written approval of the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall Adviser agrees that it will provide the Subadviser Sub-Adviser with a list of brokers and dealers that which are “"affiliated persons” " of the Fund Trust, the Adviser or the Sub-Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subject to the supervision of Adviser and the Board of Directors of the Corporation, Subadviser shall have authority is authorized and discretion directed to select brokers establish and dealers to execute Designated Series transactions initiated by maintain accounts on behalf of the SubadviserFund, and to select the markets on or in which the transactions will be executed. A. In placing place orders for the purchase and sale of Investments with or through, such persons, brokers or dealers as Subadviser may elect, and purchase of Designated Series securities for the Fundnegotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, the Subadviser’s primary responsibility shall be Subadviser will seek to seek the best execution of orders at obtain the most favorable prices. Howevercombination of price and execution available (considering all factors it deems relevant, this responsibility shall not obligate including price, size of transaction, nature of the Subadviser to solicit competitive bids market for each transaction or to seek the lowest available commission cost to the Fundsecurity, so long as the Subadviser reasonably believes that the amount of commission, if any, timing, reputation of broker or dealer selected by and other factors), except to the extent it can may be expected permitted to obtain pay higher brokerage commissions for brokerage and research services as provided below. The Subadviser may cause the Fund to pay a “best execution” market price on broker that provides brokerage and research services to the particular Subadviser a commission in excess of the commission that another broker would have charged for effecting that transaction and provided (i) the Subadviser determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined provided by the executing broker in Section 28(e)(3) the terms of the Securities Exchange Act of 1934) provided by such broker particular transaction or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s 's overall responsibilities with respect to its clients, including the Fund, Fund and the other accounts as to which the Subadviser exercises investment discretion, notwithstanding that (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, and in accordance with this Agreement, and (iii) in the opinion of the Subadviser, the total commissions paid by the Fund may not will be reasonable in relation to the direct or exclusive beneficiary of any such services or that another broker may be willing benefits to charge the Fund a lower commission on over the particular transaction. B. The long term. To the extent not prohibited by applicable law, if Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for deems the purchase or sale of securities on behalf a security to be in the best interests of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, Fund as well as other clients of Subadviser, it may 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 these securities and the expenses incurred in the transaction, shall transaction will be allocated to made by Subadviser in the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser it considers to be the most equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresits other clients.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated the transactions for the Allocated Portion of the Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundAllocated Portion of the Series, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundAllocated Portion of the Series, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the FundAllocated Portion of the Series, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Allocated Portion of the Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Allocated Portion of the Series a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund Allocated Portion of the Series and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Allocated Portion of the Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Allocated Portion of the Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Allocated Portion of the Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Allocated Portion of the Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Allocated Portion of the Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundTrust, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundTrust, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the FundTrust, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Trust a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund Trust and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. It is recognized that in some cases, this procedure may adversely affect the price paid or received by a Designated Series or the size of the position obtainable for, or disposed of by, the Designated Series. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series Designated Series; (ii) another series of the Fund, or Trust; (iii) the Adviser; (iiiv) the Subadviser or any other subadviser to the Designated Series; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriter; the Series, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, the Adviser or the Adviserprincipal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker- dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly- issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser Underlying Adviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions for the Allocated Portion of the Funds initiated by the SubadviserUnderlying Adviser, and to select the markets on or in which the transactions will be executedexecuted in accordance with its brokerage polices as set forth in the Underlying Adviser’s Form ADV, policies, procedures and the Investment Guidelines, as appropriate, and as provided to the Manager and/or Lead Adviser upon request (together the “Allocation Procedures and Guidelines”). A. In placing orders for the sale and purchase of Designated Series securities for the FundAllocated Portion of the Funds, the SubadviserUnderlying Adviser’s primary responsibility shall be to seek the “best execution execution” of orders at as defined in the most favorable pricesRegistration Statement, as amended from time to time. Except as otherwise provided for in this Agreement, the Underlying Adviser agrees that, in placing any orders with selected brokers and dealers, the Underlying Adviser will act in accordance with the Underlying Adviser’s “best execution” practices and policies as set as set forth in its Allocation Procedures and Guidelines. However, this responsibility shall not obligate the Subadviser Underlying Adviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundAllocated Portion of the Funds, so as long as the Subadviser Underlying Adviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the SubadviserUnderlying Adviser, viewed in terms of either that particular transaction or of the SubadviserUnderlying Adviser’s overall responsibilities with respect to its clients, including the FundAllocated Portion of the Funds, as to which the Subadviser Underlying Adviser exercises investment discretion, notwithstanding that the Fund Allocated Portion of the Funds may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Allocated Portion of the Funds a lower commission on the particular transaction. B. The Subadviser Pursuant to the terms of the Underlying Adviser’s allocation policies as set forth in the Underlying Adviser’s Allocation Procedures and Guidelines, (i) the Underlying Adviser may manage other portfolios and expects that the Fund Allocated Portion of the Funds and other portfolios the Subadviser Underlying Adviser manages will, from time to time, purchase or sell the same securities. The Subadviser Underlying Adviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series Allocated Portion of the Funds with orders on behalf of other portfolios the Subadviser manages. Securities Underlying Adviser manages and (ii) securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser Underlying Adviser that bought or sold such securities in a manner considered by the Subadviser Underlying Adviser to be equitable and consistent with the SubadviserUnderlying Adviser’s fiduciary obligations in respect of the Designated Series Allocated Portion of the Funds and to such other accounts. The Manager acknowledges that while the Trust and other accounts may invest in the same type of securities, the Underlying Adviser may give advice or exercise investment responsibility and take such other action with respect to such other accounts which may differ from advice given or the timing or nature of action taken with respect to the Allocated Portion based on, among other factors, the respective investment guidelines and objectives, cash inflows/outflows or applicable tax or regulatory considerations. C. The Subadviser Underlying Adviser shall not execute any Series transactions for the Designated Series Allocated Portion of the Funds with a broker or dealer that is (i) an “affiliated person” (as defined in the Investment Company Act) of (i) the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the AdviserFunds; (ii) another Fund of the Trust; (iii) the Manager; (iv) the Underlying Adviser or any other Underlying Adviser (including the Lead Adviser) to the Funds; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriter; the Funds, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust, or its designee, shall provide the Subadviser Underlying Adviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, the Manager, the Lead Adviser or the Adviserprincipal underwriter, and applicable policies and procedures. Upon the request of the Manager, the Underlying Adviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Manager in such request is an “affiliated person,” as such term is defined in the Investment Company Act, of (i) the Underlying Adviser or (ii) any affiliated person of the Underlying Adviser, subject in each case to any confidentiality requirements applicable to the Underlying Adviser and/or its affiliates. Further, the Underlying Adviser shall provide the Manager with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Investment Company Act, of the Underlying Adviser and (y) each affiliated person of the Underlying Adviser that has outstanding publicly-issued debt or equity. Each of the Manager and the Underlying Adviser agrees promptly to update such list(s) whenever the Manager or the Underlying Adviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons; provided, however, that the Underlying Adviser shall not be bound by any update, modification or amendment of such list(s) unless and until the Underlying Adviser has been provided with an amended list(s). D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series Allocated Portion of the Funds and the requirements of best price and executionset forth herein, the Subadviser Underlying Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Allocated Portion of the Funds and another account managed by the Subadviser Underlying Adviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund shall provide Trust, or its designee, has provided the Subadviser Underlying Adviser with such applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority is authorized, subject to the supervision of the Adviser and discretion the Board of Directors of the Fund, to select place orders for the purchase and sale of the Fund's Investments with or through such persons, brokers and dealers to execute Designated Series transactions initiated by or dealers, including the SubadviserSubadviser or affiliates thereof, and to select negotiate commissions to be paid on such transactions in accordance with the markets Fund's policy with respect to brokerage as set forth in the Prospectus. The Subadviser may, on or in which the transactions will be executed. A. In placing orders for the sale and purchase behalf of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be pay brokerage commissions to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate a broker which provides brokerage and research services to the Subadviser to solicit competitive bids in excess of the amount another broker would have charged for each transaction or to seek effecting the lowest available commission cost to the Fundtransaction, so long as provided (i) the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost amount is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such the executing broker or dealer to the Subadviser, viewed in terms of either that the particular transaction or in terms of the Subadviser’s 's overall responsibilities with respect to its clients, including the Fund, Fund and the accounts as to which the Subadviser exercises investment discretion, notwithstanding (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws and regulations, and (iii) in the opinion of the Subadviser, the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. It is recognized that the Fund may not be the direct or exclusive beneficiary of any services provided by such services or that another broker brokers may be willing useful to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time in connection with the Subadviser's services to time, purchase or sell other clients. On occasions when the same securities. The Subadviser may aggregate orders for deems the purchase or sale of securities on behalf a security to be in the best interests of the Designated Series with orders on behalf Fund as well as other clients of other portfolios the Subadviser managesSubadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. Securities purchased or proceeds In such event, allocation of securities so sold through aggregated ordersor purchased, as well as the expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed made by the Subadviser that bought or sold such securities in a the manner considered by the Subadviser considers to be the most equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresother clients.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated transactions for the Allocated Portion of the Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundAllocated Portion of the Series, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundAllocated Portion of the Series, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the FundAllocated Portion of the Series, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Allocated Portion of the Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Allocated Portion of the Series a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund Allocated Portion of the Series and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Allocated Portion of the Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Allocated Portion of the Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Allocated Portion of the Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series Series; (ii) another series of the Fund, or Trust; (iii) the Adviser; (iiiv) the Subadviser or any other subadviser to the Series; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriter; the Series, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, the Adviser or the Adviserprincipal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Allocated Portion of the Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Allocated Portion of the Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser Sub-Adviser shall have the authority and discretion to select brokers and dealers to execute Designated Series portfolio transactions initiated by the Subadviser, Sub-Adviser and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Funddoing so, the Subadviser’s Sub-Adviser will give primary responsibility shall be consideration to seek 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 orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected and the brokerage and research services provided by the broker or dealer. Consistent with this policy, the Sub-Adviser may select brokers or dealers who also provide brokerage and research services (as those terms are defined in Section 28 (e) of the Securities Exchange Act of 1934) to the other accounts over which it can be expected exercises investment discretion. It is understood that it is desirable for the Portfolio that the Sub-Adviser have access to obtain supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a “best execution” market price higher commission to the Portfolio than may result when allocating brokerage to other brokers on the particular transaction basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Portfolio 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 Sub-Adviser determines in good faith that the amount of the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such the executing broker or dealer to the Subadviser, and dealer. The determination may be viewed in terms of either that a particular transaction or of the Subadviser’s Sub-Adviser's overall responsibilities with respect to its clients, including the Fund, as Portfolio and to the other accounts over which the Subadviser it exercises investment discretion, notwithstanding . It is understood that although the Fund may not be the direct or exclusive beneficiary of any such services or that another broker information may be willing useful to charge the Fund Trust and the Sub-Adviser, it is not possible to place a lower commission dollar value on such information. Consistent with the particular transaction. B. The Subadviser Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking best execution, the Sub-Adviser may manage other portfolios give consideration to sales of shares of the Portfolio as a factor in its selection of brokers and expects that dealers to execute portfolio transactions of the Fund and other portfolios Portfolio. On occasions when the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for Sub-Adviser deems the purchase or sale of securities on behalf a security to be in the best interest of the Designated Series with orders on behalf 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 price or lower brokerage commissions and efficient execution. In such event, allocation of other portfolios the Subadviser manages. Securities securities so purchased or proceeds of securities sold through aggregated orderssold, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed made by the Subadviser that bought or sold such securities Sub-Adviser in a the manner considered by the Subadviser it considers to be the most equitable and consistent with the Subadviser’s its fiduciary obligations in respect of to the Designated Series Trust and to such other accountsclients. For each fiscal quarter of the Trust, 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. C. B. The Subadviser shall Sub-Adviser agrees that it will not execute any Series portfolio transactions for the Designated Series Portfolio's account with a broker or dealer that which is (i) an “"affiliated person” " (as defined in the Act) of the FundTrust, the SubadviserManager, the Adviser, the Sub-Adviser or any subadviser to any other Series portfolio manager of the Fund, or Trust without the Adviser; (ii) a principal underwriter prior written approval of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund shall Trust agrees that it will provide the Subadviser Sub-Adviser with a list of brokers and dealers that which are “"affiliated persons” " of the Fund or Trust and the Manager, and the Adviser agrees that it will provide the Sub-Adviser with a list of brokers and dealers which are "affiliated persons" of the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s 's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser it manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series Fund with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by at the Subadviser to be equitable and consistent with average execution price. If less than the Subadviser’s fiduciary obligations in respect total of the Designated Series and aggregated orders is executed, purchased securities or proceeds shall generally be allocated pro rata among the participating portfolios in proportion to such other accountstheir planned participation in the aggregated orders. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “"affiliated person” " (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, Subadviser or the Adviser; (ii) a principal underwriter of Adviser without the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures prior written approval of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “"affiliated persons” " of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s 's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. The Fund and the Adviser each represent that it has reviewed the disclosure in the Subadviser's Form ADV regarding the factors the Subadviser will consider in selecting brokers and dealers and that it understands that disclosure. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser it manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series Fund with orders on behalf of other portfolios the Subadviser manages, including, without limitation, portfolio accounts in which the Subadviser or one or more of its affiliates has a beneficial interest. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by at the Subadviser to be equitable and consistent with average execution price. If less than the Subadviser’s fiduciary obligations in respect total of the Designated Series and aggregated orders is executed, purchased securities or proceeds shall generally be allocated pro rata among the participating portfolios in proportion to such other accountstheir planned participation in the aggregated orders. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “"affiliated person” " (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, Subadviser or the Adviser; (ii) a principal underwriter of Adviser without the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures prior written approval of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “"affiliated persons” " of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations the Subadviser shall be in breach of the foregoing provision only if the affiliated broker or dealer is included in such a list to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange prior to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresprohibited action.

Allocation of Brokerage. a. The Subadviser Sub-Adviser shall have authority and discretion to to: i. select and appoint on behalf of the Fund or the Subsidiary such executing brokers and dealers (including brokers that may be affiliates of the Sub-Adviser to the extent permitted by Section 7(c) hereof) to execute Designated Series portfolio transactions initiated by the SubadviserSub-Adviser, as it believes are necessary to facilitate trading activities on behalf of the Sub-Advised Accounts and to select liaise with such executing brokers on behalf of the Fund or the Subsidiary, as the case may be; and ii. execute and give effect to give-up agreements (for the purpose of enabling a trade which has been executed through an executing broker to be “given-up” to the Fund’s or the Subsidiary’s clearing broker) on behalf of the Fund or Subsidiary; b. The Sub-Adviser shall also have authority and discretion and 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 set out in Annex A and Schedule A hereof. A. c. In placing executing portfolio transactions, the Sub-Adviser will give primary consideration and shall take all reasonable steps to achieve best execution for the Fund or the Subsidiary, as the case may be, in accordance with the Sub-Adviser’s Execution Policy (as amended from time to time). d. 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, the Adviser, the Subsidiary nor the Sub-Adviser has adopted a formula for allocation of the Fund’s or the Subsidiary’s investment transaction business. It is also understood that it is desirable for the Fund and the Subsidiary that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities and purchase of Designated Series securities other assets for the FundSub-Advised Accounts with certain such brokers, subject to review by the SubadviserTrust’s primary responsibility shall be to seek Board of Trustees or a governing body of the best execution of orders at the most favorable prices. HoweverSubsidiary, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund case may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages willbe, from time to time, purchase or sell time with respect to the same securitiesextent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients of the Sub-Adviser. The Subadviser may aggregate Sub-Adviser is also authorized to place orders with certain brokers for services deemed by the Adviser to be beneficial for the Fund or the Subsidiary; and the Sub-Adviser shall follow the directions of the Adviser, the Trust or the Subsidiary in this regard. e. On occasions when the Sub-Adviser deems the purchase or sale of securities on behalf a security to be in the best interest of the Designated Series with orders on behalf Sub-Advised Accounts as well as other clients of other portfolios the Subadviser managesSub-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 best price and execution. Securities In such event, allocation of the securities so purchased or proceeds of securities sold through aggregated orderssold, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed made by the Subadviser Sub-Adviser in the manner that bought or sold such securities in a manner considered by is consistent with its allocation policy, and that the Subadviser Sub-Adviser considers to be the most equitable and consistent with the Subadviser’s its fiduciary obligations to the Trust in respect of the Designated Series Fund, the Subsidiary, and to such other accountsclients. C. f. The Subadviser shall not execute any Series transactions for Adviser agrees that it will provide the Designated Series Sub-Adviser with a list that includes any broker or dealer that which is (i) an “affiliated person” (as defined in the Act) person of the Fund, Trust or the Subadviser, Adviser or any subadviser to sub-adviser for any other Series series of the Fund, or the AdviserTrust; (ii) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such affiliated person or principal underwriter (each such person or entity listed on the list provided to the Sub-Adviser shall be treated as an “IA Affiliated Party”. The Adviser shall provide 30 days notice to the Sub-Adviser for any amendments to the list of IA Affiliated Parties. The Sub-Adviser agrees that it will not knowingly execute any portfolio transactions for the Sub-Advised Accounts with a broker or dealer which is (i) an affiliated person of the Sub-Adviser (ii) an affiliated person of such an affiliated person or principal underwriter; in each case, (iii) an IA Affiliated Party unless such transactions are permitted by applicable law (x) exempt under Rules 10f-3(b) or regulation 17a-10, (y) executed in accordance with Rule 17e-1 of the 1940 Act and carried out the Trust’s Rule 17e-1 procedures, as adopted in compliance 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. g. 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 applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” other sub-adviser of the Fund or Subsidiary, which is advising the AdviserFund or the Subsidiary, and applicable policies and procedures. D. Consistent concerning the Sub-Adviser or its affiliated persons’ transactions with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law securities or regulation and any applicable policies and procedures other assets of the Fund. The Fund shall provide , and (ii) will be limited to providing investment advice with respect to the Subadviser with applicable policies and proceduresSub-Advised Accounts.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series Series; (ii) another series of the Fund, or ; (iii) the Adviser; (iiiv) the Subadviser or any other subadviser to the Series; (v) a principal underwriter of the Fund’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriter; the Series, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser Sub-Adviser shall have authority and discretion, unless the Adviser determines in writing to the Sub-Adviser to retain such authority and discretion itself, to select brokers and dealers (including brokers that may be affiliates of the Adviser or Sub-Adviser) to execute portfolio transactions initiated by the Sub-Adviser, 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. If applicable, the Adviser will advise the Sub-Adviser of any selection made in writing by it. a. In executing portfolio transactions, the Adviser or Sub-Adviser (as the case may be) will give primary consideration to securing best execution. Consistent with this policy, the Adviser or Sub-Adviser (as the case may be) 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 or Sub-Adviser may be a party. Therefore, the Adviser or the Sub-Adviser (as the case may be) will be responsible for securing best execution on portfolio transactions initiated by the Sub-Adviser. b. If the Adviser retains discretion to select brokers and dealers, the Adviser acknowledges that the price the Series Account pays or receives for a security may be different from the price paid or received by Sub-Adviser's other clients who utilize different brokers than the Series Account. c. If the Adviser does not retain the authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Funddealers, the Subadviser’s primary responsibility Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to seek be sold or purchased in order to obtain the best price and execution of orders at on occasions when the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for Sub-Adviser deems the purchase or sale of securities on behalf a security to be in the best interest of the Designated Series with orders on behalf Account as well as other clients of other portfolios the Subadviser managesSub-Adviser. Securities In such event, allocation of the securities so purchased or proceeds of securities sold through aggregated orderssold, as well as expenses incurred in the transactiontransactions, shall will be allocated to the account of each portfolio managed made by the Subadviser that bought or sold such securities Sub-Adviser in a the manner considered by the Subadviser it considers to be the most equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and to such other clients. d. Each of the requirements Adviser and the Sub-Adviser agree that it will not execute any portfolio transactions for the Series Account with a broker or dealer which is (i) an affiliated person of best price and executionthe Fund, including the Subadviser mayAdviser or any Sub-Adviser for any Series of the Fund; or (ii) a principal underwriter of the Fund's shares, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that unless such transactions are carried out executed in accordance with applicable law or regulation and any applicable policies and procedures Rule 17e-1 of the 1940 Act and the Fund. The Fund shall provide the Subadviser 's Rule 17e-1 procedures, as adopted in accordance with applicable policies and proceduresRule 17e-1.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundTrust, the Subadviser’s 's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundTrust, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” market price " on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s 's overall responsibilities with respect to its clients, including the FundTrust, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Trust a lower commission on the particular transaction. B. The Subadviser may manage other portfolios Subject to the requirements of paragraph A above, the Adviser shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Adviser and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transactionSubadviser, shall be allocated executed by brokers and dealers that provide brokerage or research services to the account Trust or that will be of each portfolio managed by value to the Subadviser that bought or sold such securities Trust in a manner considered by the Subadviser management of its assets, which services and relationship may, but need not, be of direct benefit to be equitable and consistent with the Subadviser’s fiduciary obligations in respect Series. In addition, subject to paragraph A above, the applicable Conduct Rules of the Designated Series National Association of Securities Dealers, Inc. and other applicable law, the Trust shall have the right to such other accountsrequest that transactions be executed by brokers and dealers by or through whom sales of shares of the Trust are made. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “"affiliated person” " (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and executionTrust, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between or the Designated Series and another account managed by Adviser without the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures prior written approval of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresTrust.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series Fund transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series Fund securities for the FundTrust, the Subadviser’s 's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundTrust, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” market price " on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s 's overall responsibilities with respect to its clients, including the FundTrust, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Trust a lower commission on the particular transaction. B. The Subadviser may manage other portfolios Subject to the requirements of paragraph A above, the Adviser shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Adviser and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transactionSubadviser, shall be allocated executed by brokers and dealers that provide brokerage or research services to the account Trust or that will be of each portfolio managed by value to the Subadviser that bought Trust in the management of its assets, which services and relationship may, but need not, be of direct or sold such securities in a manner considered by exclusive benefit to the Subadviser Fund. In addition, subject to be equitable and consistent with paragraph A above, the Subadviser’s fiduciary obligations in respect applicable Conduct Rules of the Designated Series National Association of Securities Dealers, Inc. and other applicable law, the Trust shall have the right to such other accountsrequest that transactions be executed by brokers and dealers by or through whom sales of shares of the Trust are made. C. The Subadviser shall not execute any Series transactions for the Designated Series Fund with a broker or dealer that is (i) an “"affiliated person” " (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and executionTrust, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between or the Designated Series and another account managed by Adviser without the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures prior written approval of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresTrust.

Allocation of Brokerage. The Subadviser Underlying Adviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions for the Allocated Portion of the Funds initiated by the SubadviserUnderlying Adviser, and to select the markets on or in which the transactions will be executedexecuted in accordance with its brokerage polices as set forth in the Underlying Adviser’s Form ADV, policies, procedures and the Investment Guidelines, as appropriate, and as provided to the Manager and/or Lead Adviser upon request (together the “Allocation Procedures and Guidelines”). A. In placing orders for the sale and purchase of Designated Series securities for the FundAllocated Portion of the Funds, the SubadviserUnderlying Adviser’s primary responsibility shall be to seek the “best execution execution” of orders at as defined in the most favorable pricesRegistration Statement, as amended from time to time. Except as otherwise provided for in this Agreement, the Underlying Adviser agrees that, in placing any orders with selected brokers and dealers, the Underlying Adviser will act in accordance with the Underlying Adviser’s “best execution” practices and policies as set as set forth in its Allocation Procedures and Guidelines. However, this responsibility shall not obligate the Subadviser Underlying Adviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundAllocated Portion of the Funds, so as long as the Subadviser Underlying Adviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the SubadviserUnderlying Adviser, viewed in terms of either that particular transaction or of the SubadviserUnderlying Adviser’s overall responsibilities with respect to its clients, including the FundAllocated Portion of the Funds, as to which the Subadviser Underlying Adviser exercises investment discretion, notwithstanding that the Fund Allocated Portion of the Funds may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Allocated Portion of the Funds a lower commission on the particular transaction. Notwithstanding anything to the contrary set forth herein, nothing in this Agreement shall restrict the Underlying Adviser’s selection of broker dealers used to execute trades for the Funds which provide investment research to the Underlying Adviser. B. The Subadviser Pursuant to the terms of the Underlying Adviser’s allocation policies as set forth in the Underlying Adviser’s Allocation Procedures and Guidelines, (i) the Underlying Adviser may manage other portfolios and expects that the Fund Allocated Portion of the Funds and other portfolios the Subadviser Underlying Adviser manages will, from time to time, purchase or sell the same securities. The Subadviser Underlying Adviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series Allocated Portion of the Funds with orders on behalf of other portfolios the Subadviser manages. Securities Underlying Adviser manages and (ii) securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser Underlying Adviser that bought or sold such securities in a manner considered by the Subadviser Underlying Adviser to be equitable and consistent with the SubadviserUnderlying Adviser’s fiduciary obligations in respect of the Designated Series Allocated Portion of the Funds and to such other accounts. The Manager acknowledges that while the Trust and other accounts may invest in the same type of securities, the Underlying Adviser may give advice or exercise investment responsibility and take such other action with respect to such other accounts which may differ from advice given or the timing or nature of action taken with respect to the Allocated Portion based on, among other factors, the respective investment guidelines and objectives, cash inflows/outflows or applicable tax or regulatory considerations. C. The Subadviser Underlying Adviser shall not execute any Series transactions for the Designated Series Allocated Portion of the Funds with a broker or dealer that is (i) an “affiliated person” (as defined in the Investment Company Act) of (i) the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the AdviserFunds; (ii) another Fund of the Trust; (iii) the Manager; (iv) the Underlying Adviser or any other Underlying Adviser (including the Lead Adviser) to the Funds; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriter; the Funds, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust, or its designee, shall provide the Subadviser Underlying Adviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, the Manager, the Lead Adviser or the Adviserprincipal underwriter, and applicable policies and procedures. Upon the request of the Manager, the Underlying Adviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Manager in such request is an “affiliated person,” as such term is defined in the Investment Company Act, of (i) the Underlying Adviser or (ii) any affiliated person of the Underlying Adviser, subject in each case to any confidentiality requirements applicable to the Underlying Adviser and/or its affiliates. Further, the Underlying Adviser shall provide the Manager with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Investment Company Act, of the Underlying Adviser and (y) each affiliated person of the Underlying Adviser that has outstanding publicly-issued debt or equity. Each of the Manager and the Underlying Adviser agrees promptly to update such list(s) whenever the Manager or the Underlying Adviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons; provided, however, that the Underlying Adviser shall not be bound by any update, modification or amendment of such list(s) unless and until the Underlying Adviser has been provided with an amended list(s). D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series Allocated Portion of the Funds and the requirements of best price and executionset forth herein, the Subadviser Underlying Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Allocated Portion of the Funds and another account managed by the Subadviser Underlying Adviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund shall provide Trust, or its designee, has provided the Subadviser Underlying Adviser with such applicable policies and procedures.

Allocation of Brokerage. The Subadviser Sub-Adviser shall have authority and discretion to select brokers and dealers to execute Designated Series Fund transactions initiated by the SubadviserSub-Adviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the SubadviserSub-Adviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser Sub-Adviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser Sub-Adviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the SubadviserSub-Adviser, viewed in terms of either that particular transaction or of the SubadviserSub-Adviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser Sub-Adviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser Sub-Adviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser Sub-Adviser manages will, from time to time, purchase or sell the same securities. The Subadviser Sub-Adviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series Fund with orders on behalf of other portfolios the Subadviser Sub-Adviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser Sub-Adviser that bought or sold such securities in a manner considered by the Subadviser Sub-Adviser to be equitable and consistent with the SubadviserSub-Adviser’s fiduciary obligations in respect of the Designated Series Fund and to such other accounts. C. The Subadviser Sub-Adviser shall not execute any Series transactions for the Designated Series Fund with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the FundTrust, the SubadviserSub-Adviser, any subadviser sub-adviser to any other Series series of the FundTrust, or the Adviser; (ii) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser Sub-Adviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series Fund and the requirements of best price and execution, the Subadviser Sub-Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Fund and another account managed by the Subadviser Sub-Adviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser Sub-Adviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser Underlying Adviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions for the Allocated Portion of the Funds initiated by the SubadviserUnderlying Adviser, and to select the markets on or in which the transactions will be executedexecuted in accordance with the Underlying Adviser’s Form ADV, and trading and brokerage polices, a copy of which has been provided to the Manager and/or Lead Adviser (the “Allocation Procedures and Guidelines”). A. In placing selecting broker-dealers for the placement of sale and purchase orders for the sale and purchase of Designated Series securities for the FundAllocated Portion, the SubadviserUnderlying Adviser’s primary responsibility shall be to seek the “best execution” of orders as described in the Registration Statement, as amended from time to time. Except as otherwise provided for in this Agreement, the Underlying Adviser agrees that, in placing any orders with selected brokers and dealers, the Underlying Adviser will seek to obtain best execution of orders at the most favorable pricesand otherwise act in accordance with its Allocation Procedures and Guidelines. However, this responsibility shall not obligate the Subadviser Underlying Adviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundAllocated Portion of the Funds, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and Underlying Adviser determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the SubadviserUnderlying Adviser, viewed in terms of either that particular transaction or of the SubadviserUnderlying Adviser’s overall responsibilities with respect to its clients, including the FundAllocated Portion, as to which the Subadviser Underlying Adviser exercises investment discretion, notwithstanding that the Fund Allocated Portion may not be the a direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Allocated Portion a lower commission on the particular transaction. B. The Subadviser Subject to the Underlying Adviser’s Allocation Procedures and Guidelines, (i) the Underlying Adviser may manage other portfolios and accounts (together, the “other portfolios” or “other accounts”) and expects that the Fund Allocated Portion and such other portfolios the Subadviser Underlying Adviser manages will, from time to time, purchase or sell the same securities. The Subadviser Underlying Adviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series Allocated Portion with orders on behalf of the other portfolios the Subadviser manages. Securities and (ii) securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of the Allocated Portion and each other portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser Underlying Adviser to be equitable and consistent with the SubadviserUnderlying Adviser’s fiduciary obligations in respect of the Designated Series Allocated Portion and to such other accounts. The Manager acknowledges that while the Allocated Portion and the other accounts may invest in the same securities or type thereof, the Underlying Adviser may give advice or exercise investment responsibility and take such other action with respect to such other accounts which may differ from advice given or the timing or nature of action taken with respect to the Allocated Portion based on, among other factors, the respective investment guidelines and objectives, cash inflows/outflows or applicable tax or regulatory considerations. C. The Subadviser Underlying Adviser shall not execute any Series transactions for the Designated Series Allocated Portion with a broker or dealer that is (i) an “affiliated person” (as defined in the Investment Company Act) of (i) the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a another series of the Trust; (iii) the Manager; (iv) the Underlying Adviser or any other underlying adviser (including the Lead Adviser) to the Fund; (v) the principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriter; the Fund, in each case, which affiliates are known or have been identified in writing to the Underlying Adviser, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Manager or the Lead Adviser, or a designee thereof, shall provide the Subadviser Underlying Adviser with a (I) list (and any updates thereto) of brokers and dealers that are “affiliated persons” of the Fund or Fund, the Trust, each series of the Trust, the Manager, the Lead Adviser, any other underlying adviser and the principal underwriter (collectively, the “Manager Affiliates List”), and (II) the applicable policies and proceduresprocedures referred to in this paragraph (C). Upon the request of the Manager, the Underlying Adviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Manager in such request is an “affiliated person,” as such term is defined in the Investment Company Act, of (i) the Underlying Adviser or (ii) to the knowledge of the Underlying Adviser, any affiliated person of the Underlying Adviser, subject in each case to any confidentiality requirements applicable to the Underlying Adviser and/or its affiliates. Further, the Underlying Adviser shall provide the Manager with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Investment Company Act, of the Underlying Adviser and (y) each affiliated person of the Underlying Adviser that has outstanding publicly-issued debt or equity (collectively, the “Underlying Adviser Affiliates List”). The Manager agrees to promptly update the Manager Affiliates List and the Underlying Adviser agrees promptly to update the Underlying Adviser Affiliates List whenever the Manager or the Underlying Adviser, as applicable, becomes aware of any changes that should be added to or deleted from such list of affiliated persons. In no event shall the Underlying Adviser be bound by any update or modification to, or amendment of, the Manager Affiliates List unless and until the Underlying Adviser receives a written or electronic copy of the update, modification or amendment. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series Allocated Portion and subject to the requirements of best price and executionset forth herein, the Subadviser Underlying Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Allocated Portion and another account managed by the Subadviser Underlying Adviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust as provided in writing to the Underlying Adviser. The Fund shall provide Trust, or its designee, has provided the Subadviser Underlying Adviser with such applicable policies and procedures.

Allocation of Brokerage. The Subadviser 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 Designated Series portfolio transactions initiated by the SubadviserSub-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 placing executing portfolio transactions, the Sub-Adviser will give primary consideration to securing the best price and 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, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale and purchase of Designated Series securities for the FundFund with certain brokers, subject to review by the SubadviserTrust’s primary responsibility shall be Board of Trustees from time to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost time with respect to the Fund, so long as the Subadviser reasonably believes extent and continuation of this practice. It is understood that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer brokers may be useful to the Subadviser, viewed Sub-Adviser in terms of either that particular transaction or connection with its services to other clients of the Subadviser’s overall responsibilities Sub-Adviser. The Sub-Adviser is also authorized to place orders with respect certain brokers for services deemed by the Adviser to its clients, including be beneficial for the Fund, as to which ; and the Subadviser exercises investment discretion, notwithstanding that Sub-Adviser shall follow the Fund may not be directions of the direct Adviser or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transactionTrust in this regard. B. The Subadviser may manage other portfolios and expects that On occasions when the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for Sub-Adviser deems the purchase or sale of securities on behalf a security to be in the best interest of the Designated Series with orders on behalf Fund Account as well as other clients of other portfolios the Subadviser managesSub-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 best price and execution. Securities In such event, allocation of the securities so purchased or proceeds of securities sold through aggregated orderssold, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed made by the Subadviser that bought or sold such securities Sub-Adviser in a the manner considered by the Subadviser it considers to be the most equitable and consistent with the Subadviser’s its fiduciary obligations to the Trust in respect of the Designated Series Fund and to such other accountsclients. C. The Subadviser shall Sub-Adviser agrees that it will not execute any Series portfolio transactions for the Designated Series Fund Account with a broker or dealer that which is (i) an “affiliated person” (as defined in the Act) person of the FundTrust, the Subadviser, Adviser or any subadviser to sub-adviser for any other Series Fund of the Fund, or the AdviserTrust; (ii) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law (x) exempt under Rules 10f-3(b) or regulation and carried out 17a-10, (y) executed in compliance accordance with any applicable policies and procedures Rule 17e-1 of the Fund1940 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 Fund shall Adviser agrees that it will provide the Subadviser Sub-Adviser with a list of such affiliated brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and proceduresdealers. D. Consistent 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 fiduciary obligations 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 in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresAccount.

Allocation of Brokerage. The Subadviser Underlying Adviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by for the SubadviserAllocated Portion of the Funds, and to select the markets on or in which the transactions will be executed, in accordance with brokerage policies as set forth in the Underlying Adviser’s Form ADV, policies and procedures, and the Investment Guidelines, as applicable, and, as provided to the Manager and/or Lead Adviser upon request (together the “Allocation Procedures and Guidelines”). A. In placing orders for the sale and purchase of Designated Series securities for the FundAllocated Portion of the Funds, the Subadviser’s primary responsibility Underlying Adviser shall be to seek the “best execution execution” of orders at as defined in the most favorable pricesRegistration Statement, as amended from time to time. Except as otherwise provided for in this Agreement, the Underlying Adviser agrees that, in placing any orders with selected brokers and dealers, the Underlying Adviser will act in accordance with the Underlying Adviser’s “best execution” practices and policies as set forth in its Allocation Procedures and Guidelines. However, this responsibility shall not obligate the Subadviser Underlying Adviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundAllocated Portion of the Funds, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and Underlying Adviser determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the SubadviserUnderlying Adviser, viewed in terms of either that particular transaction or of the SubadviserUnderlying Adviser’s overall responsibilities with respect to its clients, including the FundAllocated Portion of the Funds, as to which the Subadviser Underlying Adviser exercises investment discretion, notwithstanding that even if the Fund Allocated Portion of the Funds may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Allocated Portion of the Funds a lower commission on the particular transaction. B. The Subadviser Pursuant to the terms of the Underlying Adviser’s allocation policies as set forth in the Underlying Adviser’s Allocation Procedures and Guidelines, (i) the Underlying Adviser may manage other portfolios and expects that the Fund Allocated Portion of the Funds and other portfolios the Subadviser Underlying Adviser manages will, from time to time, purchase or sell the same securities. The Subadviser Underlying Adviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series Allocated Portion of the Funds with orders on behalf of other portfolios the Subadviser Underlying Adviser manages. Securities ; and (ii) securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser Underlying Adviser that bought or sold such securities in a manner considered by the Subadviser Underlying Adviser to be equitable and consistent with the SubadviserUnderlying Adviser’s fiduciary obligations in respect of the Designated Series Allocated Portion of the Funds and to such other accounts. The Manager acknowledges that while the Trust and other accounts may invest in the same type of securities, the Underlying Adviser may give advice or exercise investment responsibility and take such other action with respect to such other accounts which may differ from advice given or the timing or nature of action taken with respect to the Allocated Portion based on, among other factors, the respective investment guidelines and objectives, cash inflows/outflows or applicable tax or regulatory considerations or as otherwise discussed in the Allocation Policies and Procedures. C. The Subadviser Underlying Adviser shall not execute any Series transactions for the Designated Series Allocated Portion of the Funds with a broker or dealer that is (i) an “affiliated person” (as defined in the Investment Company Act) of (i) the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the AdviserFunds; (ii) another Fund of the Trust; (iii) the Manager; (iv) the Underlying Adviser or any other Underlying Adviser (including the Lead Adviser) to the Funds; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriter; the Funds, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and proceduresTrust. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series Allocated Portion of the Funds and the requirements of best price and executionset forth herein, the Subadviser Underlying Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Allocated Portion of the Funds and another account managed by the Subadviser Underlying Adviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund shall provide Trust, or its designee, has provided the Subadviser Underlying Adviser with such applicable policies and procedures.

Allocation of Brokerage. The Subadviser Underlying Adviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions for the Allocated Portion of the Funds initiated by the SubadviserUnderlying Adviser, and to select the markets on or in which the transactions will be executedexecuted in accordance with its brokerage polices as set forth in the Underlying Adviser’s Form ADV, policies, and procedures and the Investment Guidelines, as appropriate, and as provided to the Manager and/or Lead Adviser upon request (together the “Allocation Procedures and Guidelines”). A. In placing orders for the sale and purchase of Designated Series securities for the FundAllocated Portion of the Funds, the SubadviserUnderlying Adviser’s primary responsibility shall be to seek the “best execution execution” of orders at as defined in the most favorable pricesRegistration Statement, as amended from time to time. . Except as otherwise provided for in this Agreement, the Underlying Adviser agrees that, in placing any orders with selected brokers and dealers, the Underlying Adviser will act in accordance with the Underlying Adviser’s “best execution” practices and policies as set forth in its Allocation Procedures and Guidelines. However, this responsibility shall not obligate the Subadviser Underlying Adviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundAllocated Portion of the Funds, so as long as the Subadviser Underlying Adviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the SubadviserUnderlying Adviser, viewed in terms of either that particular transaction or of the SubadviserUnderlying Adviser’s overall responsibilities with respect to its clients, including the FundAllocated Portion of the Funds, as to which the Subadviser Underlying Adviser exercises investment discretion, notwithstanding that the Fund Allocated Portion of the Funds may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Allocated Portion of the Funds a lower commission on the particular transaction. B. The Subadviser Pursuant to the terms of the Underlying Adviser’s allocation policies as set forth in the Underlying Adviser’s Allocation Procedures and Guidelines, the Underlying Adviser may manage other portfolios and expects that the Fund Allocated Portion of the Funds and other portfolios the Subadviser Underlying Adviser manages will, from time to time, purchase or sell the same securities. The Subadviser Underlying Adviser may (but shall not be required to) aggregate orders for the purchase or sale of securities on behalf of the Designated Series Allocated Portion of the Funds with orders on behalf of other portfolios the Subadviser manages. Securities Underlying Adviser manages and securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser Underlying Adviser that bought or sold such securities in a manner considered by the Subadviser Underlying Adviser to be equitable and consistent with the SubadviserUnderlying Adviser’s fiduciary obligations in respect of the Designated Series Allocated Portion of the Funds and to such other accounts. The Manager and Lead Adviser acknowledge that while the Trust and other accounts may invest in the same type of securities, the Underlying Adviser may give advice or exercise investment responsibility and take such other action with respect to such other accounts which may differ from advice given or the timing or nature of action taken with respect to the Allocated Portion based on, among other factors, the respective investment guidelines and objectives, cash inflows/outflows or applicable tax or regulatory considerations. C. The Subadviser Underlying Adviser shall not execute any Series transactions for the Designated Series Allocated Portion of the Funds with a broker or dealer that is (i) an “affiliated person” (as defined in the Investment Company Act) of (i) the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the AdviserFunds; (ii) another Fund of the Trust; (iii) the Manager; (iv) the Underlying Adviser or any other underlying adviser (including the Lead Adviser) to the Funds; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriter; the Funds, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust, or its designee, shall provide the Subadviser Underlying Adviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, the Manager, the Lead Adviser or the Adviserprincipal underwriter, and applicable policies and procedures. Upon the request of the Manager, the Underlying Adviser shall promptly, and in any event within three business days of a request, indicate whether, to its knowledge upon reasonable inquiry, any entity identified by the Manager in such request is an “affiliated person,” as such term is defined in the Investment Company Act, of (i) the Underlying Adviser or (ii) any affiliated person of the Underlying Adviser, subject in each case to any confidentiality requirements applicable to the Underlying Adviser and/or its affiliates. Further, the Underlying Adviser shall provide the Manager with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Investment Company Act, of the Underlying Adviser and (y) each affiliated person of the Underlying Adviser that has outstanding publicly-issued debt or equity. Each of the Manager and the Underlying Adviser agrees promptly to update such list(s) whenever the Manager or the Underlying Adviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons; provided, however, that the Underlying Adviser shall not be bound by any update, modification or amendment of such list(s) unless and until the Underlying Adviser has been provided with an amended list(s) with reasonable notice. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series Allocated Portion of the Funds and the requirements of best price and executionset forth herein, the Subadviser Underlying Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Allocated Portion of the Funds and another account managed by the Subadviser Underlying Adviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund shall provide Trust, or its designee, has provided the Subadviser Underlying Adviser with such applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series Fund transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series Fund with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series Fund and to such other accounts. The parties recognize that in some cases, this procedure may adversely affect the price paid or received by a Fund or the size of the position obtainable for, or disposed of by, the Fund. C. The Subadviser shall not execute any Series transactions for the Designated Series Fund with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series of the Fund, or ; (ii) the Adviser; (iiiii) the Subadviser or any other subadviser to the Fund; (iv) a principal underwriter of the Fund’s shares; or (iiiv) an any other affiliated person of such an affiliated person or principal underwriter; the Fund, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund Fund, the Adviser or the Adviserprincipal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Fund and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall Sub-Adviser will have authority and discretion to select brokers and dealers to execute Designated Series Fund transactions initiated by the SubadviserSub-Adviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the SubadviserSub-Adviser’s primary responsibility shall will be to seek the best execution of orders at the most favorable prices. However, this responsibility shall will not obligate the Subadviser Sub-Adviser to solicit competitive bids for each transaction or to seek the lowest available spreads or commission cost to costs for the Fund, so long as the Subadviser Sub-Adviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the spread or commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the SubadviserSub-Adviser, viewed in terms of either that particular transaction or of the SubadviserSub-Adviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser Sub-Adviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower spread or commission on the particular transaction. B. The Subadviser Sub-Adviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser Sub-Adviser manages will, from time to time, purchase or sell the same securities. The Subadviser Sub-Adviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series Fund with orders on behalf of other portfolios the Subadviser Sub-Adviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed by the Subadviser Sub-Adviser that bought or sold such securities in a manner considered by the Subadviser Sub-Adviser to be equitable and consistent with the SubadviserSub-Adviser’s fiduciary obligations in respect of the Designated Series Fund and to such other accounts. C. The Subadviser shall Sub-Adviser will not execute any Series transactions for the Designated Series Fund with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the FundTrust, the SubadviserSub-Adviser, any subadviser sub-adviser to any other Series series of the FundTrust, or the Adviser; (ii) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund shall Trust will provide the Subadviser Sub-Adviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series Fund and the requirements of best price and execution, the Subadviser Sub-Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Fund and another account managed by the Subadviser Sub-Adviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Trust adopted on behalf of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall Sub-Adviser will have authority and discretion to select brokers and dealers to execute Designated Series Company transactions initiated by the SubadviserSub-Adviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundCompany, the SubadviserSub-Adviser’s primary responsibility shall will be to seek the best execution of orders at the most favorable prices. However, this responsibility shall will not obligate the Subadviser Sub-Adviser to solicit competitive bids for each transaction or to seek the lowest available spreads or commission cost costs to the FundCompany, so long as the Subadviser Sub-Adviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” execution market price on the particular transaction and determines in good faith that the spread or commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the SubadviserSub-Adviser, viewed in terms of either that particular transaction or of the SubadviserSub-Adviser’s overall responsibilities with respect to its clients, including the FundCompany, as to which the Subadviser Sub-Adviser exercises investment discretion, notwithstanding that the Fund Company may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Company a lower spread or commission on the particular transaction. B. The Subadviser Sub-Adviser may manage other portfolios and expects that the Fund Company and other portfolios the Subadviser Sub-Adviser manages will, from time to time, purchase or sell the same securitiessecurities or other assets. The Subadviser Sub-Adviser may aggregate orders for the purchase or sale of securities or other assets on behalf of the Designated Series Company with orders on behalf of other portfolios the Subadviser Sub-Adviser manages. Securities or other assets purchased or proceeds of securities or other assets sold through aggregated orders, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed by the Subadviser Sub-Adviser that bought or sold such securities or other assets in a manner considered by the Subadviser Sub-Adviser to be equitable and consistent with the SubadviserSub-Adviser’s fiduciary obligations in respect of the Designated Series Company and to such other accounts. C. The Subadviser shall Sub-Adviser will not execute any Series transactions for the Designated Series Company with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) person of the FundCompany, the SubadviserSub-Adviser, any subadviser sub-adviser to any other Series series of the FundTrust, or the Adviser; (ii) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundCompany. The Fund shall Company will provide the Subadviser Sub-Adviser with a list of brokers and dealers that are “affiliated persons” persons of the Fund Company or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series Company and the requirements of best price and execution, the Subadviser Sub-Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Company and another account managed by the Subadviser Sub-Adviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresCompany.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions for the Fund initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securitiessecurities and futures contracts. The Subadviser may aggregate orders for the purchase or sale of securities and futures contracts on behalf of the Designated Series Fund with orders on behalf of other portfolios the Subadviser manages. Securities Assets purchased or proceeds of securities and futures contracts sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities and futures contracts in a manner considered by the Subadviser to be equitable on an overall basis and consistent with the Subadviser’s fiduciary obligations under applicable federal securities laws in respect of the Designated Series Fund and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series Fund with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series Series; (ii) another series of the Fund, or Trust; (iii) the Adviser; (iiiv) the Subadviser, or (v) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; , in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, the Adviser or the Adviserprincipal underwriter of the Trust’s shares, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and executionFund under applicable federal securities laws, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Fund and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall Sub-Adviser will have authority and discretion to select brokers and dealers to execute Designated Series Fund transactions initiated by the SubadviserSub-Adviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the each Fund, the SubadviserSub-Adviser’s primary responsibility shall will be to seek the best execution of orders at the most favorable prices. However, this responsibility shall will not obligate the Subadviser Sub-Adviser to solicit competitive bids for each transaction or to seek the lowest available spreads or commission cost costs to the each Fund, so long as the Subadviser Sub-Adviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the spread or commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the SubadviserSub-Adviser, viewed in terms of either that particular transaction or of the SubadviserSub-Adviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser Sub-Adviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower spread or commission on the particular transaction. B. The Subadviser Sub-Adviser may manage other portfolios and expects that the Fund Funds and other portfolios the Subadviser Sub-Adviser manages will, from time to time, purchase or sell the same securities. The Subadviser Sub-Adviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series a Fund with orders on behalf of other portfolios the Subadviser Sub-Adviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed by the Subadviser Sub-Adviser that bought or sold such securities in a manner considered by the Subadviser Sub-Adviser to be equitable and consistent with the SubadviserSub-Adviser’s fiduciary obligations in respect of the Designated Series a Fund and to such other accounts. C. The Subadviser shall Sub-Adviser will not execute any Series transactions for the Designated Series a Fund with a broker or dealer that is (i) an “affiliated person” (as defined in the 1940 Act) of the FundTrust, the SubadviserSub-Adviser, any subadviser sub-adviser to any other Series series of the FundTrust, or the Adviser; (ii) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund shall Upon request, the Trust will provide the Subadviser Sub-Adviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series a Fund and the requirements of best price and execution, the Subadviser Sub-Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Fund and another account managed by the Subadviser (“cross transactions”)Sub-Adviser, provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Trust adopted on behalf of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subject to the supervision of Adviser and the Board of Directors of the Corporation, Subadviser shall have authority is authorized and discretion directed to select brokers establish and dealers to execute Designated Series transactions initiated by maintain accounts on behalf of the SubadviserFund, and to select the markets on or in which the transactions will be executed. A. In placing place orders for the purchase and sale of Investments with or through such persons, brokers or dealers as Subadviser may elect, and purchase of Designated Series securities for the Fundnegotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, the Subadviser’s primary responsibility shall be Subadviser will seek to seek the best execution of orders at obtain the most favorable prices. Howevercombination of price and execution available (considering all factors it deems relevant including price, this responsibility shall not obligate size of transaction, nature of the Subadviser to solicit competitive bids market for each transaction or to seek the lowest available commission cost to the Fundsecurity, so long as the Subadviser reasonably believes that the amount of commission, if any, timing, reputation of broker or dealer selected by and other factors), except to the extent it can may be expected permitted to obtain pay higher brokerage commissions for brokerage and research services as provided below. The Subadviser may cause the Fund to pay a “best execution” market price on broker that provides brokerage and research services to the particular Subadviser a commission in excess of the commission that another broker would have charged for effecting that transaction and provided (i) the Subadviser determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined provided by the executing broker in Section 28(e)(3) the terms of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or in terms of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, Fund and the other accounts as to which the Subadviser exercises investment discretion, notwithstanding that (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, and in accordance with this Agreement, and (iii) in the opinion of the Subadviser, the total commissions paid by the Fund may not will be reasonable in relation to the direct or exclusive beneficiary of any such services or that another broker may be willing benefits to charge the Fund a lower commission on over the particular transaction. B. The long term. To the extent not prohibited by applicable law, if Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for deems the purchase or sale of securities on behalf a security to be in the best interests of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, Fund as well as other clients of Subadviser, it may 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 these securities and the expenses incurred in the transaction, shall transaction will be allocated to made by Subadviser in the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser it considers to be the most equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresits other clients.

Allocation of Brokerage. The Subadviser Sub-Adviser shall have the authority and discretion to select brokers and dealers to execute Designated Series portfolio transactions initiated by the Subadviser, Sub-Adviser and to select the markets on or in which the transactions will be executed. A. In placing 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. The Sub-Adviser does not participate in, third-party soft-dollar arrangements, although the Sub-Adviser may receive proprietary research from various full services brokers, the cost of which is bundled with the cost of the broker's execution services. The Sub-Adviser may aggregate trades with clients of State Street Global Advisors, whose commission dollars are used to generate soft dollar credits. Although the Sub-Adviser's clients' commissions are not used for third party soft dollars, the clients may benefit from the soft dollar products/services received by State Street Global Advisors. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale and purchase of Designated Series securities for the FundFund with such certain brokers, subject to review by the Subadviser’s primary responsibility shall be Trust's Board of Trustees from time to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost time with respect to the Fundextent and continuation of this practice, so long as the Subadviser reasonably believes provided that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and Sub-Adviser determines in good faith that the amount of the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such the executing broker or dealer to the Subadviser, and dealer. The determination may be viewed in terms of either that a particular transaction or of the Subadviser’s Sub-Adviser's overall responsibilities with respect to its clients, including the Fund, as Fund and to the other accounts over which the Subadviser it exercises investment discretion, notwithstanding that and therefore the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge those other services. On occasions when the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for Sub-Adviser deems the purchase or sale of securities on behalf a security to be in the best interest of the Designated Series with orders on behalf Fund as well as other clients of other portfolios the Subadviser managesSub-Adviser or its affiliates, 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. Securities In such event, allocation of the securities so purchased or proceeds of securities sold through aggregated orderssold, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed made by the Subadviser that bought or sold such securities Sub-Adviser in a the manner considered by the Subadviser it considers to be the most equitable and consistent with the Subadviser’s its fiduciary obligations in respect of to the Designated Series Trust and to such other accountsclients. For each fiscal quarter of the Trust, 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. C. B. The Subadviser shall Sub-Adviser agrees that it will not execute any Series portfolio transactions for the Designated Series Fund's account with a broker or dealer that which is (i) an “"affiliated person” " (as defined in the Act) of the FundTrust, the SubadviserAdviser, the Sub-Adviser or any subadviser to any other Series portfolio manager of the FundTrust without the prior written approval of the Adviser. Notwithstanding the previous sentence, the Sub-Adviser may place trades through State Street Global Markets, LLC, an affiliate of the Sub-Adviser, or another broker or dealer affiliated with the Sub-Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; , in each case, unless such transactions are permitted by accordance with applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fundregulation. The Fund shall Adviser agrees that (i) it will provide the Subadviser Sub-Adviser with a written list of brokers and dealers that which are “"affiliated persons” " of the Fund Trust, or the Adviser, (ii) Adviser shall provide written updates to the list that reflect changes in the "affiliated persons" of the Trust, or the Adviser, and applicable policies (iii) Adviser and procedures. D. Consistent with its fiduciary obligations to the Fund shall hold harmless Sub-Adviser for actions taken in respect reliance of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedureslist.

Allocation of Brokerage. The If so authorized and directed by Adviser, subject to the supervision of Adviser and the Board of Directors of the Corporation, Subadviser shall have authority is authorized and discretion directed to select brokers establish and dealers to execute Designated Series transactions initiated by maintain, through third party custodians, accounts on behalf of the SubadviserFund, and to select the markets on or in which the transactions will be executed. A. In placing place orders for the purchase and sale of Investments with or through such persons, brokers or dealers as Subadviser may elect, and purchase of Designated Series securities for the Fundnegotiate commissions to be paid on such transactions. In selecting brokers or dealers and placing orders, the Subadviser’s primary responsibility shall be Subadviser will seek to seek the best execution of orders at obtain the most favorable prices. Howevercombination of price and execution available (considering all factors it deems relevant, this responsibility shall not obligate including price, size of transaction, nature of the Subadviser to solicit competitive bids market for each transaction or to seek the lowest available commission cost to the Fundsecurity, so long as the Subadviser reasonably believes that the amount of commission, if any, timing, reputation of broker or dealer selected by and other factors), except to the extent it can may be expected permitted to obtain pay higher brokerage commissions for brokerage and research services as provided below. Subadviser may cause the Fund to pay a “best execution” market price on broker that provides brokerage and research services to Subadviser a commission in excess of the particular commission that another broker would have charged for effecting that transaction and provided (i) Subadviser determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services provided by the executing broker in the terms of the particular transaction or in terms of Subadviser’s overall responsibilities with respect to the Fund and the other accounts as to which Subadviser exercises investment discretion, and (as defined ii) such commission is paid in compliance with all applicable state and federal laws, including Section 28(e)(328(e) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which amended, and in accordance with this Agreement. To the extent not prohibited by applicable law, if Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for deems the purchase or sale of securities on behalf a security to be in the best interests of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, Fund as well as other clients of Subadviser, it may 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 these securities and the expenses incurred in the transaction, shall transaction will be allocated to made by Subadviser in the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser it considers to be the most equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresits other clients.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated the Allocated Portion of the Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundAllocated Portion of the Series, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundAllocated Portion of the Series, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the FundAllocated Portion of the Series, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Allocated Portion of the Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Allocated Portion of the Series a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund Allocated Portion of the Series and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Allocated Portion of the Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Allocated Portion of the Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Allocated Portion of the Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Allocated Portion of the Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Allocated Portion of the Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall Sub-Adviser will have authority and discretion to select brokers and dealers to execute Designated Series Fund transactions initiated by the SubadviserSub-Adviser, and to select the markets on or in which the transactions will be executed. . A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the SubadviserSub-Adviser’s primary responsibility shall will be to seek the best execution of orders at the most favorable prices. However, this responsibility shall will not obligate the Subadviser Sub-Adviser to solicit competitive bids for each transaction or to seek the lowest available spreads or commission cost to costs for the Fund, so long as the Subadviser Sub-Adviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the spread or commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the SubadviserSub-Adviser, viewed in terms of either that particular transaction or of the SubadviserSub-Adviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser Sub-Adviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower spread or commission on the particular transaction. . B. The Subadviser Sub-Adviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser Sub-Adviser manages will, from time to time, purchase or sell the same securities. The Subadviser Sub-Adviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series Fund with orders on behalf of other portfolios the Subadviser Sub-Adviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed by the Subadviser Sub-Adviser that bought or sold such securities in a manner considered by the Subadviser Sub-Adviser to be equitable and consistent with the SubadviserSub-Adviser’s fiduciary obligations in respect of the Designated Series Fund and to such other accounts. . C. The Subadviser shall Sub-Adviser will not execute any Series transactions for the Designated Series Fund with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the FundTrust, the SubadviserSub-Adviser, any subadviser sub-adviser to any other Series series of the FundTrust, or the Adviser; (ii) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund shall Trust will provide the Subadviser Sub-Adviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions for the Allocated Portion of the Fund initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Allocated Portion of the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Allocated Portion of the Fund, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Allocated Portion of the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Allocated Portion of the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Allocated Portion of the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Allocated Portion of the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series Allocated Portion of the Fund with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series Allocated Portion of the Fund and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series Allocated Portion of the Fund with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series Series; (ii) another series of the Fund, or Trust; (iii) the Adviser; (iiiv) the Subadviser or any other subadviser to the Series; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriter; the Series, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, the Adviser or the Adviserprincipal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series Allocated Portion of the Fund and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Allocated Portion of the Fund and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series Fund transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on for the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series Fund with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series Fund and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series Fund with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Fund and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundTrust, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundTrust, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the FundTrust, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Trust a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund Trust and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. It is recognized that in some cases, this procedure may adversely affect the price paid or received by a Designated Series or the size of the position obtainable for, or disposed of by, the Designated Series. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series Designated Series; (ii) another series of the Fund, or Trust; (iii) the Adviser; (iiiv) the Subadviser or any other subadviser to the Designated Series; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriter; the Series, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, the Adviser or the Adviserprincipal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker- dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series Fund transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s 's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundTrust, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” market price " on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s 's overall responsibilities with respect to its clients, including the FundTrust, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Trust a lower commission on the particular transaction. B. The Subadviser may manage other portfolios Subject to the requirements of paragraph A above, the Adviser shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Adviser and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transactionSubadviser, shall be allocated executed by brokers and dealers that provide brokerage or research services to the account Trust or that will be of each portfolio managed by value to the Subadviser that bought Trust in the management of its assets, which services and relationship may, but need not, be of direct or sold such securities in a manner considered by exclusive benefit to the Subadviser Trust. In addition, subject to be equitable and consistent with paragraph A above, the Subadviser’s fiduciary obligations in respect applicable Conduct Rules of the Designated Series National Association of Securities Dealers, Inc. and other applicable law, the Trust shall have the right to such other accountsrequest that transactions be executed by brokers and dealers by or through whom sales of shares of the Trust are made. C. The Subadviser shall not execute any Series transactions for the Designated Series Trust with a broker or dealer that is (i) an “"affiliated person” " (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and executionTrust, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between or the Designated Series and another account managed by Adviser without the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures prior written approval of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresTrust.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s 's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” market price " on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transactiontransaction as well as other permissible factors discussed in Subadviser's current Form ADV Part II. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “"affiliated person” " (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, Subadviser or the Adviser; (ii) a principal underwriter of Adviser without the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures prior written approval of the Fund. The Fund shall will provide the Subadviser with a list of brokers and dealers that are “"affiliated persons” " of the Fund or the Adviser, Adviser and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, will promptly inform the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and of any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduressubsequent changes.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundTrust, the Subadviser’s 's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundTrust, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” market price " on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s 's overall responsibilities with respect to its clients, including the FundTrust, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Trust a lower commission on the particular transaction.. 2 B. The Subadviser may manage other portfolios Subject to the requirements of paragraph A above, the Adviser shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Adviser and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transactionSubadviser, shall be allocated executed by brokers and dealers that provide brokerage or research services to the account Trust or that will be of each portfolio managed by value to the Subadviser that bought Trust in the management of its assets, which services and relationship may, but need not, be of direct or sold such securities in a manner considered by exclusive benefit to the Subadviser Series. In addition, subject to be equitable and consistent with paragraph A above, the Subadviser’s fiduciary obligations in respect applicable Conduct Rules of the Designated Series National Association of Securities Dealers, Inc. and other applicable law, the Trust shall have the right to such other accountsrequest that transactions be executed by brokers and dealers by or through whom sales of shares of the Trust are made. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “"affiliated person” " (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and executionTrust, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between or the Designated Series and another account managed by Adviser without the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures prior written approval of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresTrust.

Allocation of Brokerage. The Subadviser shall Sub-Adviser will have authority and discretion to select brokers and dealers to execute Designated Series Fund transactions initiated by the SubadviserSub-Adviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the SubadviserSub-Adviser’s primary responsibility shall responsibility, in accordance with the Sub-Advisor’s Policy and Procedures on Order Execution, will be to seek the best execution of orders at the most favorable prices. However, this responsibility shall will not obligate the Subadviser Sub-Adviser to solicit competitive bids for each transaction or to seek the lowest available spreads or commission cost costs to the Fund, so long as the Subadviser Sub-Adviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the spread or commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the SubadviserSub-Adviser, viewed in terms of either that particular transaction or of the SubadviserSub-Adviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser Sub-Adviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower spread or commission on the particular transaction. B. The Subadviser Sub-Adviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser Sub-Adviser manages will, from time to time, purchase or sell the same securities. The Subadviser Sub-Adviser, as set forth in the Sub-Advisor’s Policy and Procedures Regarding Allocation of Trades, may aggregate orders for the purchase or sale of securities on behalf of the Designated Series Fund with orders on behalf of other portfolios the Subadviser Sub-Adviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed by the Subadviser Sub-Adviser that bought or sold such securities in a manner considered by the Subadviser Sub-Adviser to be equitable and consistent with the SubadviserSub-Adviser’s fiduciary obligations in respect of the Designated Series Fund and to such other accounts. C. The Subadviser shall Sub-Adviser will not execute any Series transactions for the Designated Series Fund with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the FundTrust, the SubadviserSub-Adviser, any subadviser sub-adviser to any other Series series of the FundTrust, or the Adviser; (ii) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund shall Trust will provide the Subadviser Sub-Adviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series Fund and the requirements of best price and execution, the Subadviser Sub-Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Fund and another account managed by the Subadviser Sub-Adviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Trust adopted on behalf of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions for the Fund initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securitiessecurities and futures contracts. The Subadviser may aggregate orders for the purchase or sale of securities and futures contracts on behalf of the Designated Series Fund with orders on behalf of other portfolios the Subadviser manages. Securities Assets purchased or proceeds of securities and futures contracts sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities and futures contracts in a manner considered by the Subadviser to be equitable on an overall basis and consistent with the Subadviser’s fiduciary obligations under applicable federal securities laws in respect of the Designated Series Fund and to such other accounts. C. Research services furnished to the Subadviser by brokers, dealers or futures commission merchants that effect transactions for the Fund may be used by the Subadviser in servicing other investment companies, funds and accounts that it manages. Similarly, research services furnished to the Subadviser by brokers, dealers or futures commission merchants that effect transactions for other investment companies, funds and accounts that the Subadviser manages may be used by the Subadviser in servicing the Fund. D. The Subadviser shall not execute any Series transactions for the Designated Series Fund with a broker or dealer that is (i) known to the Subadviser to be an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series Series; (ii) another series of the Fund, or Trust; (iii) the Adviser; (iiiv) the Subadviser, or (v) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, the Adviser or the Adviserprincipal underwriter of the Trust’s shares, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. E. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and executionFund under applicable federal securities laws, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series Fund and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated transactions for the Allocated Portion of the Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundAllocated Portion of the Series, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market of orders. However, the Subadviser may take into account the price obtained for the transaction, giving effect to commissions and commission equivalents, if any, and other transactions costs, the quality of brokerage services, including such factors as execution capability, willingness to commit capital, creditworthiness and financial stability, and clearance and settlement capability, and the provision of research and other services. The Subadviser and its affiliates shall have full discretion to select broker-dealers to perform services on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value behalf of the brokerage Allocated Portion of the Series, and may further select broker-dealers that furnish research services (as defined including third party research) which provides in its view appropriate assistance in the investment decision-making process, in a manner that is permitted in accordance with Section 28(e)(328(e) of the U.S. Securities Exchange Act of 1934) provided by such broker , as amended. The Adviser acknowledges that the Subadviser and its affiliates may, on a limited basis, effect transactions pursuant to a soft dollar agreement or dealer an equivalent arrangement. The Subadviser has communicated to the Subadviser, viewed in terms of either Adviser those circumstances under which it will utilize soft dollar arrangements and acknowledges that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing arrangements will comply with SEC rules and regulations, in effect from time to charge the Fund a lower commission on the particular transactiontime. B. The Subadviser may manage other portfolios and expects that the Fund Allocated Portion of the Series and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Allocated Portion of the Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Allocated Portion of the Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Allocated Portion of the Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series Series; (ii) another series of the Fund, or Trust; (iii) the Adviser; (iiiv) the Subadviser or any other subadviser to the Series; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriterthe Series; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, the Adviser or the Adviserprincipal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Allocated Portion of the Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Allocated Portion of the Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion A. Subject to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, terms of the Illinois Pension Code and to select the markets on or in Fund’s Brokerage Guidelines, which are attached and incorporated by reference as Exhibit C, the transactions will be executed. A. In placing Investment Manager is authorized to place orders for the sale execution of securities transactions for the Sub- Account with or through such brokers or dealers as the Investment Manager may select. B. The Investment Manager may allocate transactions to brokers or dealers for execution on markets, at such prices and purchase at such commission rates as, in the good faith judgment of Designated Series securities for the Investment Manager, will be in the best interest of the Fund, taking into consideration in the Subadviser’s primary responsibility shall be selection of such brokers or dealers not only the available prices and rates of brokerage commissions in the industry, but also other relevant factors, including but not limited to seek the best execution of orders at the most favorable prices. Howevercapabilities, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost and, subject to the Fundfollowing sentence, so long as the Subadviser reasonably believes that the broker research services provided by such brokers or dealer selected by it can be dealers which are expected to obtain a “best execution” market price on enhance directly the particular transaction and determines in good faith that capabilities of the commission cost is reasonable in relation Investment Manager to serve the Fund. All services provided to the value Investment Manager for commissions paid in connection with Fund transactions shall satisfy the requirements of the brokerage and research services (as defined in Section 28(e)(328(e) of the Securities Exchange Act of 1934) provided by such broker or dealer 1934 and the requirements and restrictions relating to the Subadviser, viewed in terms payment of either commissions for the provision of such services under laws applicable to employee benefit plans that particular transaction or of the Subadviser’s overall responsibilities with respect are subject to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund ERISA. Securities transactions may not be executed through the direct facilities of the Investment Manager or exclusive beneficiary its affiliates unless expressly authorized by the Board of any such services or Trustees. The Board of Trustees agrees that another broker the Investment Manager may be willing to charge aggregate sales and purchase orders of securities held in the Fund a lower commission on the particular transaction. B. The Subadviser may manage Sub-Account with similar orders being made simultaneously for other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined Investment Manager if, in the Act) Investment Manager’s reasonable judgment, such aggregation shall result in an overall economic benefit to the Sub-Account, taking into consideration the advantageous selling or purchase price, brokerage commission and other expenses, and trading requirements. In accounting for such an aggregated order, price and commission shall be averaged on a per-bond, share or other applicable unit basis daily. The Board of Trustees acknowledges that the FundInvestment Manager’s determination of such economic benefit to the Sub-Account is based on an evaluation that the Sub-Account is benefited by relatively better purchase or sales prices, the Subadviser, any subadviser to any lower commission or other Series transaction expenses and beneficial timing of the Fundtransactions, or the Adviser; (ii) a principal underwriter combination of the Fund’s shares; these and other like or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and proceduresunlike factors. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundTrust, the Subadviser’s 's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundTrust, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s 's overall responsibilities with respect to its clients, including the FundTrust, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Trust a lower commission on the particular transaction. B. The Subadviser may manage other portfolios Subject to the requirements of paragraph A above, the Adviser shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Adviser and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transactionSubadviser, shall be allocated executed by brokers and dealers that provide brokerage or research services to the account Trust or that will be of each portfolio managed by value to the Subadviser that bought Trust in the management of its assets, which services and relationship may, but need not, be of direct or sold such securities in a manner considered by exclusive benefit to the Subadviser Series. In addition, subject to be equitable and consistent with paragraph A above, the Subadviser’s fiduciary obligations in respect applicable Conduct Rules of the Designated Series National Association of Securities Dealers, Inc. and other applicable law, the Trust shall have the right to such other accountsrequest that transactions be executed by brokers and dealers by or through whom sales of shares of the Trust are made. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “"affiliated person” " (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and executionTrust, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between or the Designated Series and another account managed by Adviser without the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures prior written approval of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresTrust.

Allocation of Brokerage. The Adviser (or a Subadviser under the Adviser’s supervision) shall have authority and discretion to select place all orders for the purchase or sale of portfolio securities for the accounts of the Selkirk Funds with brokers and or dealers to execute Designated Series transactions initiated selected by the SubadviserAdviser (or a Subadviser under the Adviser’s supervision), and to select that end the markets on Adviser (or in which a Subadviser under the transactions will be executed. A. In placing orders Adviser’s supervision) is authorized as the agent of the Selkirk Fund to give instructions to the Custodian of each Selkirk Fund as to deliveries of securities and payment of cash for the sale account of the Selkirk Funds. In connection with the selection of such brokers or dealers and purchase the placing of Designated Series securities for the Fundsuch orders, the SubadviserAdviser (or a Subadviser under the Adviser’s primary responsibility supervision) shall be use its best efforts to seek the best execution of orders to execute security transactions at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost prices that are advantageous to the FundSelkirk Funds and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, so long brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser or a Subadviser reasonably believes that and the Adviser (or a Subadviser under the Adviser’s supervision) is expressly authorized to pay any broker or dealer selected by it can be expected to obtain who provides such brokerage and research services a “best execution” market price on commission for executing a security transaction which is in excess of the particular amount of commission another broker or dealer would have charged for effecting that transaction and if the Adviser (or a Subadviser under the Adviser’s supervision) determines in good faith that the such amount of commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviserdealer, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities that the Adviser and its affiliates have with respect to its clients, including the Fund, as to accounts over which the Subadviser exercises they exercise investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser Subadvisor shall have authority and discretion ----------------------- to select brokers and dealers to execute Designated Series transactions initiated by the SubadviserSubadvisor, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser Subadvisor reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” market price " on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the SubadviserSubadvisor, viewed in terms of either that particular transaction or of the Subadviser’s Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios Subject to the requirements of paragraph A above, the Advisor shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Advisor and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transactionSubadvisor, shall be allocated to the account of each portfolio managed executed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of provide brokerage or research services to the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations that will be of value to the Fund in respect the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to paragraph A above, the applicable Conduct Rules of the Designated Series National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made. C. Subject to its duty to seek best execution and compliance with the requirements of best price and executionSection 11(a) of the Securities Exchange Act of 1934, as amended, the Subadviser maySub-Advisor may utilize its affiliate Sanford C. Bernstein & Co., under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser XXX (“cross transactions”"XXX XXX"), provided xo execute trades in U.S. markets for the Series from time to time at rates not exceeding the usual and customary broker's commission. Under Federal law, the Subadvisor must obtain the Advisor's consent to permit SCB LLC to effect agency cross transactions for the Series, which consent is hereby granted. The Subadvisor represents, warrants and covenants that such all agency cross transactions are carried out for the Series will be effected by Subadvisor and SCB LLC strictly in accordance with applicable law Rule 206(3)-2 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). An agency cross transaction is where SCB LLC purchases or regulation and sells securities from or to a non-managed account on behalf of a client's managed account. By "non-managed" it is meant that the account is not managed by Sub-Advisor, or any applicable policies and procedures of its respective affiliated investment advisers. Pursuant to this consent, the Subadvisor will only permit SCB LLC to effect an agency cross transaction for the Series with a non-managed account. In an agency cross transaction where SCB LLC acts as broker for the Series, SCB LLC receives commissions from both sides of the Fundtrade and there is a potentially conflicting division of loyalties and responsibilities. The Fund shall provide However, as both sides to the Subadviser with applicable policies and procedurestrade want to execute the transaction at the best price without moving the market price in either direction, the Subadvisor believes that an agency cross transaction will aid both sides to the trade in obtaining the best price for the trade. THE TRUSTEES OR THE ADVISOR MAY REVOKE THIS CONSENT BY WITTEN NOTICE TO THE SUBADXXXXX AT ANY TIME.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series series securities for the Fund, the Subadviser’s 's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” " market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s 's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios Subject to the requirements of paragraph A above, the Adviser shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Adviser and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transactionSubadviser, shall be allocated executed by brokers and dealers that provide brokerage or research services to the account Fund or that will be of each portfolio managed by value to the Subadviser that bought or sold such securities Fund in a manner considered by the Subadviser management of its assets, which services and relationship may, but need not, be of direct benefit to be equitable the Series. In addition, subject to paragraph A above and consistent with the Subadviser’s fiduciary obligations in respect applicable Rules of Fair Practice of the Designated Series National Association of Securities Dealers, Inc., the Fund shall have the right to request that series transactions be executed by brokers and to such other accountsdealers by or through whom sales of shares of the Fund are made. C. The Subadviser shall not execute any Series series transactions for the Designated Series with a broker or dealer that which is (i) an “"affiliated person” " (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, Subadviser or the Adviser; (ii) a principal underwriter of Adviser without the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures prior written approval of the Fund. The Fund shall will provide the Subadviser with a list of brokers and dealers that which are “"affiliated persons” " of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundTrust, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundTrust, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the FundTrust, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Trust a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund Trust and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securitiessecurities and futures contracts. The Subadviser may aggregate orders for the purchase or sale of securities and futures contracts on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities Assets purchased or proceeds of securities and futures contracts sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities and futures contracts in a manner considered by the Subadviser to be equitable on an overall basis and consistent with the Subadviser’s fiduciary obligations under applicable federal securities laws in respect of the Designated Series and to such other accounts. C. Research services furnished to the Subadviser by brokers, dealers or futures commission merchants that effect transactions for the Designated Series may be used by the Subadviser in servicing other investment companies, funds and accounts that it manages. Similarly, research services furnished to the Subadviser by brokers, dealers or futures commission merchants that effect transactions for other investment companies, funds and accounts that the Subadviser manages may be used by the Subadviser in servicing the Designated Series. D. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) known to the Subadviser to be an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series of the Fund, or Designated Series; (ii) another Series; (iii) the Adviser; (iiiv) the Subadviser, or (v) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund Designated Series, another Series, the Adviser or the Adviserprincipal underwriter of the Trust’s shares, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. E. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series and the requirements of best price and executionunder applicable federal securities laws, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser 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 Designated Series portfolio transactions initiated by the SubadviserSub-Adviser, and to select for the selection of the markets on or in which the transactions will be executed. A. a. In placing orders for the sale and purchase of Designated Series securities for the Fundexecuting portfolio transactions, the Subadviser’s primary responsibility Sub-Adviser will take all reasonable steps to achieve best execution. Consistent with this policy, the Sub-Adviser shall be to seek consider all factors that it deems relevant, including the best breadth of the market in the security, the price of the security, the financial condition and execution capability of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. If the Sub-Adviser manages a portion of the Fund’s assets from its offices in the United Kingdom (“UK Managed Assets”), the brokerage commissions paid on transactions in the UK Managed Assets will compensate the broker for trade execution only. Brokerage commissions paid on transactions in assets the Sub-Adviser manages from its offices outside the United Kingdom (“Non-UK Managed Assets”) may compensate the broker for both execution and investment research services. The Sub-Adviser is authorized to consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) in evaluating the best overall terms available, and in selecting the broker-dealer selected by it can be expected to obtain execute a “best execution” market price on the particular transaction in non-UK Managed Assets. Consistent with Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for Non-UK Managed Assets which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that the such commission cost is was reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, -- viewed in terms of either that particular transaction or in terms of the Subadviser’s overall responsibilities with respect of the Sub-Adviser to its discretionary clients, including the Fund, as . The Sub-Adviser’s selection of broker-dealers to which execute transactions for Non-UK Managed Assets described in the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary preceding two sentences is subject to review by Great-West Funds’ Board of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, Directors from time to timetime with respect to the extent and continuation of this practice. If, purchase in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental investment and market research and security and economic analysis from other persons or sell entities outside of the same securities. The Subadviser may aggregate orders context described above, the Sub-Adviser is authorized to obtain, and pay at its own expense, for such information. b. On occasions when the Sub-Adviser deems the purchase or sale of securities on behalf a security to be in the best interest of the Designated Series with orders on behalf Fund Account as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other portfolios instruments to be sold or purchased in order to obtain best execution. In such event, allocation of the Subadviser manages. Securities securities or other instruments so purchased or proceeds of securities sold through aggregated orderssold, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed made by the Subadviser that bought or sold such securities Sub-Adviser in a the manner considered by the Subadviser it considers to be the most equitable and consistent with the Subadviser’s its fiduciary obligations in respect of to the Designated Series Fund and to such other accountsclients. C. c. The Subadviser shall Sub-Adviser agrees that it will not execute any Series portfolio transactions for the Designated Series Fund Account with a broker or dealer that which is (i) an “affiliated person” (as defined in the Act) person of the FundGreat-West Funds, the SubadviserAdviser, the Sub-Adviser or any subadviser to sub-adviser for any other Series series of the Fund, or the AdviserGreat-West Funds; (ii) a principal underwriter of the Fund’s Great-West Funds’ shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law (x) exempt under Rules 10f-3(b) and ( c ) or regulation and carried out 17a-10, (y) executed in compliance accordance with any applicable policies and procedures Rule 17e-1 of the Fund1940 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 Fund shall Adviser agrees that it will provide the Subadviser Sub-Adviser with a list of such affiliated brokers and dealers and that are “the Sub-Adviser shall not be liable to the 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. At the time the Sub-Adviser makes the determinations required by these procedures, it must complete and retain a written certification form memorializing the terms of the transaction and the fact that these determinations were made. A certification form shall be completed and retained with respect to each transaction involving an affiliated persons” broker and must be signed by a portfolio manager of the Fund Account or appropriate compliance personnel. d. The Sub-Adviser acknowledges and agrees that in connection with the Adviserexemptions provided under Rules 10f-3(b), 12d3-1, and applicable policies 17a-10 under the 1940 Act, the Sub-Adviser will (i) not consult with any other sub-adviser of the Fund concerning the Sub-Adviser’s or its affiliated persons’ transactions with the Fund in securities or other assets and procedures. D. Consistent with its fiduciary obligations (ii) only provide investment advice to the Fund with respect to the Fund Account. e. Notwithstanding anything in respect this Agreement to the contrary, to the extent that any market counterparty with whom the Sub-Adviser deals requires information relating to the Fund (including, but not limited to, the identity of the Designated Series Adviser and market value of the requirements of best price and executionFund Account), the Subadviser may, under certain circumstances, arrange Sub-Adviser shall be permitted to have purchase and sale disclose such information to the extent necessary to effect transactions effected directly between on behalf of the Designated Series and another account managed by Adviser or the Subadviser (“cross transactions”), provided that such transactions are carried out Fund in accordance with applicable law or regulation and any applicable policies and procedures the terms of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresthis Agreement.

Allocation of Brokerage. The Subadviser 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 Designated Series portfolio transactions initiated by the SubadviserSub-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 placing executing portfolio transactions, the Sub-Adviser will give primary consideration to securing the best price and 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, the Adviser nor the Sub-Adviser has adopted a fixed formula for allocation of the Fund’s investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale and purchase of Designated Series securities for the FundFund with certain brokers, subject to review by the SubadviserTrust’s primary responsibility shall be Board of Trustees from time to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost time with respect to the Fund, so long as the Subadviser reasonably believes extent and continuation of this practice. It is understood that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer brokers may be useful to the Subadviser, viewed Sub-Adviser in terms of either that particular transaction or connection with its services to other clients of the Subadviser’s overall responsibilities Sub-Adviser. The Sub-Adviser is also authorized to place orders with respect certain brokers for services deemed by the Adviser to its clients, including be beneficial for the Fund, as to which ; and the Subadviser exercises investment discretion, notwithstanding that Sub-Adviser shall follow the Fund may not be directions of the direct Adviser or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transactionTrust in this regard. B. The Subadviser may manage other portfolios and expects that On occasions when the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for Sub-Adviser deems the purchase or sale of securities on behalf a security to be in the best interest of the Designated Series with orders on behalf Fund Account as well as other clients of other portfolios the Subadviser managesSub-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 best price and execution. Securities In such event, allocation of the securities so purchased or proceeds of securities sold through aggregated orderssold, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed made by the Subadviser that bought or sold such securities Sub-Adviser in a the manner considered by the Subadviser it considers to be the most equitable and consistent with the Subadviser’s its fiduciary obligations to the Trust in respect of the Designated Series Fund and to such other accountsclients. C. The Subadviser shall Sub-Adviser agrees that it will not execute any Series portfolio transactions for the Designated Series Fund Account with a broker or dealer that which is (i) an “affiliated person” (as defined in the Act) person of the FundTrust, the Subadviser, Adviser or any subadviser to sub-adviser for any other Series Fund of the Fund, or the AdviserTrust; (ii) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law (x) exempt under Rules 10f-3(b) or regulation and carried out 17a-10, (y) executed in compliance accordance with any applicable policies and procedures Rule 17e-1 of the Fund1940 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 Fund shall Adviser agrees that it will provide the Subadviser Sub-Adviser with a list of such affiliated brokers and dealers that are “affiliated persons” of the Fund or the Adviserdealers, and applicable policies and proceduresthat the Sub-Adviser may rely on such list for purposes of complying with this provision. D. Consistent 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 fiduciary obligations 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. Notwithstanding the foregoing, the Sub-Adviser may engage an affiliate to perform investment advisory services for the Fund Account (the “Sub-subadvisory Affiliate”) and the prohibition in respect the preceding sentence shall not apply to consultations with the Sub-subadvisory Affiliate. It is agreed that the Singapore branch of the Designated Series and the requirements of best price and executionSub-Adviser’s affiliate, the Subadviser mayXxxxxxxx Investment Management North America Ltd., under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures has been so engaged effective as of the Funddate of this Agreement. The Fund Sub-Adviser agrees that it shall provide remain liable for the Subadviser with applicable policies and proceduresacts or omissions of the Sub-subadvisory Affiliate, as if such acts or omissions were its own.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated transactions for the Allocated Portion of the Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundAllocated Portion of the Series, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundAllocated Portion of the Series, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the FundAllocated Portion of the Series, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Allocated Portion of the Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Allocated Portion of the Series a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund Allocated Portion of the Series and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Allocated Portion of the Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Allocated Portion of the Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Allocated Portion of the Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series Series; (ii) another series of the Fund, or Trust; (iii) the Adviser; (iiiv) the Subadviser or any other subadviser to the Series; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriterthe Series; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, any subadviser to any other Series of the Trust, the Adviser or the Adviserprincipal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Allocated Portion of the Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Allocated Portion of the Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated transactions for the Allocated Portion of the Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundAllocated Portion of the Series, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundAllocated Portion of the Series, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the FundAllocated Portion of the Series, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Allocated Portion of the Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Allocated Portion of the Series a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund Allocated Portion of the Series and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Allocated Portion of the Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s policies and fiduciary obligations in respect of the Designated Allocated Portion of the Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Allocated Portion of the Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series Series; (ii) another series of the Fund, or Trust; (iii) the Adviser; (iiiv) the Subadviser or any other subadviser to the Series; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriterthe Series; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, the Adviser or the Adviserprincipal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Allocated Portion of the Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Allocated Portion of the Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series Portfolio transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series Portfolio securities for the FundTrust, the Subadviser’s 's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundTrust, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” market price " on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s 's overall responsibilities with respect to its clients, including the FundTrust, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Trust a lower commission on the particular transaction. B. The Subadviser may manage other portfolios Subject to the requirements of paragraph A above, the Adviser shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Adviser and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transactionSubadviser, shall be allocated executed by brokers and dealers that provide brokerage or research services to the account Trust or that will be of each portfolio managed by value to the Subadviser that bought Trust in the management of its assets, which services and relationship may, but need not, be of direct or sold such securities in a manner considered by exclusive benefit to the Subadviser Portfolio. In addition, subject to be equitable and consistent with paragraph A above, the Subadviser’s fiduciary obligations in respect applicable Conduct Rules of the Designated Series National Association of Securities Dealers, Inc. and other applicable law, the Trust shall have the right to such other accountsrequest that transactions be executed by brokers and dealers by or through whom sales of shares of the Trust are made. C. The Subadviser shall not execute any Series transactions for the Designated Series Portfolio with a broker or dealer that is (i) an “"affiliated person” " (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and executionTrust, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between or the Designated Series and another account managed by Adviser without the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures prior written approval of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresTrust.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated transactions for the Allocated Portion of the Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. With the prior approval of the Adviser, the Subadviser may enter into certain agreements in connection with providing management services to the Allocated Portion of the Series (including, without limitation, futures agreements, clearing agreements, executing brokerage agreements, repurchase agreements, ISDA master agreements and other documents pertaining to any investments or trading transactions of the Allocation Portion of the Series). A. In placing orders for the sale and purchase of Designated Series securities for the FundAllocated Portion of the Series, the Subadviser’s primary responsibility shall be to seek the “best execution execution” of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundAllocated Portion of the Series, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price execution on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the FundAllocated Portion of the Series, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Allocated Portion of the Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Allocated Portion of the Series a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund Allocated Portion of the Series and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Allocated Portion of the Series with orders on behalf for other advisory clients of other portfolios the Subadviser managesSubadviser. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, Aggregated orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Allocated Portion of the Series and to such other accountsadvisory clients. C. The Subadviser shall not knowingly execute any Series transactions for the Designated Allocated Portion of the Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series Series; (ii) another series of the Fund, or Trust; (iii) the Adviser; (iiiv) the Subadviser or any other subadviser to the Series; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriter; the Series, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or Trust, the Adviser, and the principal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Allocated Portion of the Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Allocated Portion of the Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated transactions for the Allocated Portion of the Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executedexecuted in accordance with its brokerage polices as set forth in the Subadviser’s Form ADV. A. In placing orders for the sale and purchase of Designated Series securities for the FundAllocated Portion of the Series, the Subadviser’s primary responsibility shall be to seek the best execution of orders. Except as otherwise provided for in this Agreement, the Subadviser agrees that, in placing any orders at with selected brokers and dealers, the most favorable pricesSubadviser will act in accordance with the Subadviser’s “best execution” practices and policies as set as set forth in Part 2 of the Subadviser’s Form ADV. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundAllocated Portion of the Series, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the FundAllocated Portion of the Series, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Allocated Portion of the Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Allocated Portion of the Series a lower commission on the particular transaction. The Adviser acknowledges that in selecting and approving brokers to effect portfolio transactions for the Allocated Portion of the Series and other accounts managed by the Subadviser, the factors the Subadviser considers include, but are not limited to: quality of execution, reputation, financial strength, stability, block trading and block positioning capabilities, willingness to execute difficult transactions, willingness and ability to commit capital, access to underwritten offerings and secondary markets, ongoing reliability and financial responsibility, overall costs of a trade, nature of the security and the available market makers, desired timing of the transaction and size of the trade, confidentiality of trading activity, market intelligence regarding trading activity, idea generation, conferences, the receipt of brokerage or research services, and the brokers’ facilities. B. The Pursuant to the terms of the Subadviser’s allocation policies as set forth in the Subadviser’s Form ADV, (i) the Subadviser may manage other portfolios and expects that the Fund Allocated Portion of the Series and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Allocated Portion of the Series with orders on behalf of other portfolios the Subadviser manages. Securities manages and (ii) securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Allocated Portion of the Series and to such other accounts. The Adviser acknowledges that while the Trust and other accounts may invest in the same type of securities, the Subadviser may give advice or exercise investment responsibility and take such other action with respect to such other accounts which may differ from advice given or the timing or nature of action taken with respect to the Allocated Portion based on, among other factors, the respective investment guidelines and objectives, cash inflows/outflows or applicable tax or regulatory considerations. C. The Subadviser shall not execute any Series transactions for the Designated Allocated Portion of the Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series Series; (ii) another series of the Fund, or Trust; (iii) the Adviser; (iiiv) the Subadviser or any other subadviser to the Series; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriter; the Series, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, the Adviser or the Adviserprincipal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons; provided, however, that the Subadviser shall not be bound by any update, modification or amendment of such list(s) unless and until the Subadviser has been provided with an amended list(s). D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Allocated Portion of the Series and the requirements of best price and executionset forth herein, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Allocated Portion of the Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund shall provide Trust has provided the Subadviser with such applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, orders shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities at the average execution price where feasible, but in all cases in a manner considered by that is fair and equitable to the Subadviser to be equitable and consistent with Series. If less than the Subadviser’s fiduciary obligations in respect total of the Designated Series and aggregated orders is executed, purchased securities or proceeds shall generally be allocated pro rata among the participating portfolios in proportion to such other accountstheir planned participation in the aggregated orders. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, Subadviser or the Adviser; (ii) a principal underwriter of Adviser without the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures prior written approval of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute the Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundDesignated Series, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundDesignated Series, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the FundDesignated Series, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Designated Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Designated Series a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund Designated Series and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Adviser or Sub-Adviser) to execute Designated Series portfolio transactions initiated by the SubadviserSub-Adviser, 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. The Adviser will advise the Sub-Adviser of such selection in writing. The Adviser also may delegate to the Sub-Adviser the authority set forth in this Section 7 to select brokers and dealers (including brokers that may be affiliates of the markets on Adviser or in Sub-Adviser) to execute portfolio transactions initiated by the Sub-Adviser by providing written notice of such delegation to the Sub-Adviser and receiving written confirmation from the Sub-Adviser accepting such delegation. a. In executing portfolio transactions, the Adviser will give primary consideration to securing best execution. Consistent with this policy, the Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the transactions Adviser or Sub-Adviser may be a party. Therefore, the Adviser, not the Sub-Adviser, will be executedresponsible for securing best execution on portfolio transactions initiated by the Sub-Adviser. A. b. In placing orders light of the foregoing, the Adviser acknowledges that the Sub-Adviser is under no obligation to aggregate the securities to be purchased or sold for the sale Series with transactions for other clients of the Sub-Adviser. In retaining the discretion to select brokers and purchase of Designated Series securities for the Funddealers, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes Adviser acknowledges that the broker price and execution the Series Account pays or dealer selected by it can be expected to obtain receives for a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker security may be willing to charge more favorable or less favorable than the Fund a lower commission on the particular transactionprice and execution paid or received by Sub-Adviser's other clients whose transactions are aggregated. B. c. The Subadviser may manage other portfolios and expects Adviser agrees that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall it will not execute any Series portfolio transactions for the Designated Series Portfolio Account with a broker or dealer that which is (i) an “affiliated person” person of the Fund, including the Adviser or any Sub-Adviser for any Portfolio of the Fund; or (ii) a principal underwriter of the Fund's shares, unless such transactions are executed in accordance with Rule 17e-1 of the 1940 Act and the Fund's Rule 17e-1 procedures, as defined adopted in accordance with Rule 17e-1. d. In the Actevent the Adviser delegates the authority to the Sub-Adviser to select brokers and dealers to execute transactions on behalf of the Portfolio: (1) the Sub-Adviser agrees that it will not execute any portfolio transactions for the Portfolio Account with a broker or dealer which is (i) an affiliated person of the Fund, the Subadviser, Adviser or any subadviser to sub-adviser for any other Series Portfolio of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s 's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law (x) exempt under Rules 10f-3(b) or regulation and carried out 17a-10, (y) executed in compliance accordance with any applicable policies and procedures Rule 17e-1 of the 1940 Act and the Fund's Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of the 1940 and the Fund's Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Fund shall Adviser agrees that it will provide the Subadviser Sub-Adviser with a list of such affiliated brokers and dealers dealers; and (2) the Sub-Adviser acknowledges and agrees that are “in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Portfolio, which is advising the Portfolio, concerning the Sub-Adviser or its affiliated persons” ' transactions with the Portfolio in securities or other assets of the Fund or the AdviserPortfolio, and applicable policies and procedures. D. Consistent (ii) will be limited to providing investment advice with its fiduciary obligations respect to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresPortfolio Account.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundTrust, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable pricesorders. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundTrust, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the FundTrust, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Trust a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund Trust and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. The Adviser acknowledges that the Subadviser trades on a global basis and manages accounts formed under and which are subject to the rules of jurisdictions outside of the United States. As a result, in order to comply with different regulatory requirements, Subadviser may be required to execute trades for similar securities for other clients on different markets or trading venues and it may not be possible to aggregate trades or to obtain the same prices or terms for the same trade. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series Series; (ii) another series of the Fund, or Trust; (iii) the Adviser; (iiiv) the Subadviser or any other subadviser to the Series; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriter; the Series, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, the Adviser or the Adviserprincipal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with applicable policies and procedures. E. The Adviser shall have a continuing obligation to promptly notify the Subadviser in writing of any additional mutual funds (including Ticker and CUSIPS) and/or any additional affiliated entities that should treated by Subadviser as restricted.

Allocation of Brokerage. The Subadviser Subadvisor shall have authority and discretion ----------------------- to select brokers and dealers to execute Designated Series transactions initiated by the SubadviserSubadvisor, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser Subadvisor reasonably believes that the broker or dealer selected by it can be expected to obtain a “"best execution” market price " on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the SubadviserSubadvisor, viewed in terms of either that particular transaction or of the Subadviser’s Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser may manage other portfolios Subject to the requirements of paragraph A above, the Advisor shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Advisor and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transactionSubadvisor, shall be allocated to the account of each portfolio managed executed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of provide brokerage or research services to the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations that will be of value to the Fund in respect the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to paragraph A above, the applicable Conduct Rules of the Designated Series National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made. C. Subject to its duty to seek best execution and compliance with the requirements of best price and executionSection 11(a) of the Securities Exchange Act of 1934, as amended, the Subadviser maySub-Advisor may utilize its affiliate Sanford C. Bernstein & Co., under certain circumstancesXXX ("XXX XXX"), arrange xo execute trades for the Series from time to have purchase time at rates not exceeding the usual and sale customary broker's commission. Under Federal law, the Subadvisor must obtain the Advisor's consent to permit SCB LLC to effect agency cross transactions for the Series, which consent is hereby granted. The Subadvisor represents, warrants and covenants that all agency cross transactions for the Series will be effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out Subadvisor strictly in accordance with applicable law Rule 206(3)-2 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). An agency cross transaction is where SCB LLC purchases or regulation and sells securities from or to a non-managed account on behalf of a client's managed account. By "non-managed" it is meant that the account is not managed by Sub-Advisor, or any applicable policies and procedures of its respective affiliated investment advisers. Pursuant to this consent, the Subadvisor will only permit SCB LLC to effect an agency cross transaction for the Series with a non-managed account. In an agency cross transaction where SCB LLC acts as broker for the Series, SCB LLC receives commissions from both sides of the Fundtrade and there is a potentially conflicting division of loyalties and responsibilities. The Fund shall provide However, as both sides to the Subadviser with applicable policies and procedurestrade want to execute the transaction at the best price without moving the market price in either direction, the Subadvisor believes that an agency cross transaction will aid both sides to the trade in obtaining the best price for the trade. THE TRUSTEES OR THE ADVISOR MAY REVOKE THIS CONSENT BY WITTEN NOTICE TO THE SUBADVISOR XX XXY TIME.

Allocation of Brokerage. The Subadviser 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 Designated Series portfolio transactions initiated by the SubadviserSub-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. a. In placing executing portfolio transactions, the Sub-Adviser will give primary consideration to securing the best price and 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, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the Fund Account’s investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund Account 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 and purchase of Designated Series securities for the FundFund Account with certain such brokers, subject to subsequent review by the SubadviserTrust’s primary responsibility shall be Board of Trustees from time to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost time with respect to the Fund, so long as the Subadviser reasonably believes extent and continuation of this practice. It is understood that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer brokers may be useful to the Subadviser, viewed Sub-Adviser in terms of either that particular transaction or connection with its services to other clients of the Subadviser’s overall responsibilities Sub-Adviser. The Sub-Adviser is also authorized to place orders with respect certain brokers for services deemed by the Adviser to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that be beneficial for the Fund may not be Account; and the direct Sub-Adviser shall follow the directions of the Adviser or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transactionTrust in this regard. B. The Subadviser may manage other portfolios and expects that b. On occasions when the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for Sub-Adviser deems the purchase or sale of securities on behalf a security to be in the best interest of the Designated Series with orders on behalf Fund Account as well as other clients of other portfolios the Subadviser managesSub-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 best price and execution. Securities In such event, allocation of the securities so purchased or proceeds of securities sold through aggregated orderssold, as well as expenses incurred in the transaction, shall will be allocated to the account of each portfolio managed made by the Subadviser that bought or sold such securities Sub-Adviser in a the manner considered by the Subadviser it considers to be the most equitable and consistent with the Subadviser’s its fiduciary obligations to the Trust in respect of the Designated Series Fund Account and to such other accountsclients. C. c. The Subadviser shall Sub-Adviser agrees that it will not execute any Series portfolio transactions for the Designated Series Fund Account with a broker or dealer that which is (i) an “affiliated person” (as defined in the Act) person of the FundTrust, the Subadviser, Adviser or any subadviser to sub-adviser for any other Series Fund Account of the Fund, or the AdviserTrust; (ii) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law (x) exempt under Rules 10f-3(b) or regulation and carried out 17a-10, (y) executed in compliance accordance with any applicable policies and procedures Rule 17e-1 of the Fund1940 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 Fund shall Adviser agrees that it will provide the Subadviser Sub-Adviser with a list of such affiliated brokers and dealers dealers. d. The Sub-Adviser acknowledges and agrees that are “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 or the AdviserFund, and applicable policies and procedures. D. Consistent (ii) will be limited to providing investment advice with its fiduciary obligations respect to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and proceduresAccount.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundDesignated Series, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the FundDesignated Series, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Designated Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Designated Series a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures. D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundTrust, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundTrust, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the FundTrust, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Trust a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund Trust and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securitiesassets. The Subadviser may aggregate orders for the purchase or sale of securities assets on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities Assets purchased or proceeds of securities assets sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities assets in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series Series; (ii) another series of the Fund, or Trust; (iii) the Adviser; (iiiv) the Subadviser or any other subadviser to the Series; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriter; the Series, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, the Adviser or the Adviserprincipal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with applicable policies and procedures.

Allocation of Brokerage. The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated transactions for the Allocated Portion of the Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed. A. In placing orders for the sale and purchase of Designated Series securities for the FundAllocated Portion of the Series, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundAllocated Portion of the Series, so as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the FundAllocated Portion of the Series, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund Allocated Portion of the Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Allocated Portion of the Series a lower commission on the particular transaction. B. The Subadviser may manage other portfolios and expects that the Fund Allocated Portion of the Series and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Allocated Portion of the Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Allocated Portion of the Series and to such other accounts. C. The Subadviser shall not execute any Series transactions for the Designated Allocated Portion of the Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of (i) the Fund, the Subadviser, any subadviser to any other Series Series; (ii) another series of the Fund, or Trust; (iii) the Adviser; (iiiv) the Subadviser or any other subadviser to the Series; (v) a principal underwriter of the FundTrust’s shares; or (iiivi) an any other affiliated person of such an affiliated person or principal underwriter; the Series, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund Trust, the Adviser, any other subadviser to the Series, any subadviser to any other Series of the Trust or the Adviserprincipal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly-issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons. D. Consistent with its fiduciary obligations to the Fund Trust in respect of the Designated Allocated Portion of the Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Allocated Portion of the Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the FundTrust. The Fund Trust shall provide the Subadviser with applicable policies and procedures.