Common use of Allocation of Brokerage Clause in Contracts

Allocation of Brokerage. The Adviser is authorized, subject to the supervision of the Board of Trustees of the Fund, to place orders for the purchase and sale of the Fund's investments with or through such persons, brokers or dealers and to negotiate commissions to be paid on such transactions in accordance with the Fund's policies with respect to brokerage set forth in the Prospectus and Statement of Additional Information. The Adviser may, on behalf of the Fund, pay brokerage commissions to a broker which provides brokerage and research services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided by the executing broker in terms of the particular transaction or in terms of the Adviser's overall responsibilities with respect to the Fund and the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws and regulations, and (iii) in the opinion of the Adviser, 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 services provided by such brokers may be useful to the Adviser in connection with the Adviser's services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Adviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities sold or purchased, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Allocation of Brokerage. (a) The Adviser is authorized, subject to the supervision of the Trust's Board of Trustees and consistent with any policies and procedures the Board of the FundTrustees may from time to time adopt, to place orders for the purchase and sale of the Fund's investments with or through such persons, brokers or dealers securities and to negotiate commissions to be paid on such transactions transactions. The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of securities for the Fund and is directed to use its best efforts to obtain the best net results as described in accordance with the Fund's statement of additional information. (b) Subject to the appropriate policies with respect to brokerage set forth in and procedures approved by the Prospectus and Statement Trust's Board of Additional Information. The Trustees, the Adviser may, on behalf of the Fund, pay brokerage commissions to a broker which provides brokerage and research services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided by the executing broker in terms of the particular transaction or in terms of the Adviser's overall responsibilities with respect to the Fund and the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws state and regulationsfederal laws, and (iii) in the opinion of the Adviser, 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 Subject to seeking the services provided by such brokers most favorable price and execution, the Board of Trustees may be useful to cause the Adviser to effect transactions in connection with portfolio securities through broker-dealers in a manner that will help generate resources to pay the Adviser's services cost of certain expenses which the Fund is required to other clients. On occasions when pay or for which the Fund is required to arrange payment. (c) When the Adviser deems the purchase or sale of a security to be in the best interests interest of the Fund as well as other clients of the Adviserits clients, the Adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold or purchased in order to attempt to obtain the most a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities sold so purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such its other affected clients.

Allocation of Brokerage. The Adviser is authorizedshall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Adviser and to select the markets on or in which the transactions will be executed. In doing so, subject the Adviser will give primary consideration to securing the supervision best price and 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 Board of Trustees Adviser may be a party. It is understood that neither the Trust nor the Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Trust that the Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Adviser is authorized to place orders for the purchase and sale of securities for the Fund's investments Fund with or through such personscertain brokers, brokers or dealers and subject to negotiate commissions to be paid on such transactions in accordance with the Fund's policies with respect to brokerage set forth in the Prospectus and Statement of Additional Information. The Adviser may, on behalf of the Fund, pay brokerage commissions to a broker which provides brokerage and research services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided review by the executing broker in terms of the particular transaction or in terms of the AdviserTrust's overall responsibilities Trustees from time to time with respect to the Fund extent and the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) continuation of the Securities Exchange Act of 1934, as amended, and any other applicable laws and regulations, and (iii) in the opinion of the Adviser, the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long termthis practice. It is recognized understood that the services provided by such brokers may be useful to the Adviser in connection with the Adviser's its services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interests interest of the Fund as well as other clients of the Adviserclients, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities sold so purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Trust and to such other clients. For each fiscal quarter of the Trust, the Adviser shall prepare and render reports to the Trust's Trustees of the total brokerage business placed and the manner in which the allocation has been accomplished. Such reports shall set forth at a minimum the information required to be maintained by Rule 31a-1(b)(9) under the Act.

Allocation of Brokerage. The Adviser is authorized, subject Subject to the supervision of Adviser and the Board of Trustees Directors of the Corporation, Subadviser is authorized and directed to establish and maintain accounts on behalf of the Fund, to place orders for the purchase and sale of the Fund's investments Investments with or through such persons, brokers or dealers as Subadviser may elect, and to negotiate commissions to be paid on such transactions in accordance with transactions. In selecting brokers or dealers and placing orders, Subadviser will seek to obtain the Fund's policies with respect to brokerage set forth in most favorable combination of price and execution available (considering all factors it deems relevant under the Prospectus and Statement circumstances, including price, size of Additional Information. The Adviser maytransaction, on behalf nature of the Fundmarket for the security, amount of commission, if any, timing, reputation of broker or dealer and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. Subadviser may cause the Fund to pay a broker which that provides brokerage and research services to the Adviser Subadviser a commission in excess of the amount commission that another broker would have charged for effecting the transaction, that transaction provided (i) the Adviser Subadviser determines in good faith that the amount commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker in the terms of the particular transaction or in terms of the Adviser's overall responsibilities with respect to the Fund and the accounts as to which the Adviser exercises investment discretion, transaction; (ii) such payment commission is made paid in material compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws and regulationsin accordance with this Agreement, and (iii) in the opinion of the AdviserSubadviser, the total commissions paid by the Fund will be reasonable in relation to the benefits services received. Subadviser shall provide such information regarding any such “soft dollar” arrangements that the Subadviser maintains with respect to the Fund over the long term. It is recognized that the services provided by such brokers as may be useful requested from time to time by the Adviser in connection with Fund and the Adviser's services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Adviser, the Adviser, to To the extent permitted not prohibited by applicable laws and regulationslaw, may, but shall be under no obligation to, Subadviser may aggregate the securities to be sold or purchased in order to seek to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of these securities sold or purchased, as well as and the expenses incurred in the transaction, transaction will be made by the Adviser Subadviser in the manner the Adviser it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such its other clients.

Allocation of Brokerage. (a) The Adviser is authorized, subject to the supervision of the Trust’s Board of Trustees and consistent with any policies and procedures the Board of the FundTrustees may from time to time adopt, to place orders for the purchase and sale of the Fund's investments with or through such persons, brokers or dealers securities and to negotiate commissions to be paid on such transactions in accordance with the Fund's policies with respect to brokerage set forth in the Prospectus and Statement of Additional Informationtransactions. The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of securities for each Fund and is directed to use its best efforts to obtain the best net results as described in each Fund’s statement of additional information. (b) Subject to the appropriate policies and procedures approved by the Trust’s Board of Trustees, the Adviser may, on behalf of the each Fund, pay brokerage commissions to a broker which provides brokerage and research services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided by the executing broker in terms of the particular transaction or in terms of the Adviser's ’s overall responsibilities with respect to the each Fund and the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws state and regulationsfederal laws, and (iii) in the opinion of the Adviser, the total commissions paid by the a Fund will be reasonable in relation to the benefits to the that Fund over the long term. It is recognized that Subject to seeking the services provided by such brokers most favorable price and execution, the Board of Trustees may be useful to cause the Adviser to effect transactions in connection with portfolio securities through broker dealers in a manner that will help generate resources to pay the Adviser's services cost of certain expenses which each Fund is required to other clients. On occasions when pay or for which each Fund is required to arrange payment. (c) When the Adviser deems the purchase or sale of a security to be in the best interests interest of the a Fund as well as other clients of the Adviserits clients, the Adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold or purchased in order to attempt to obtain the most a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities sold so purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the that Fund and to such its other affected clients.

Allocation of Brokerage. (a) The Adviser is authorized, subject to the supervision of the Trust’s Board of Trustees and consistent with any policies and procedures the Board of the FundTrustees may from time to time adopt, to place orders for the purchase and sale of the Fund's investments with or through such persons, brokers or dealers securities and to negotiate commissions to be paid on such transactions transactions. The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of securities for the Fund and is directed to use its best efforts to obtain the best net results as described in accordance with the Fund's ’s statement of additional information. (b) Subject to the appropriate policies with respect to brokerage set forth in and procedures approved by the Prospectus and Statement Trust’s Board of Additional Information. The Trustees, the Adviser may, on behalf of the Fund, pay brokerage commissions to a broker which provides brokerage and research services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided by the executing broker in terms of the particular transaction or in terms of the Adviser's ’s overall responsibilities with respect to the Fund and the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws state and regulationsfederal laws, and (iii) in the opinion of the Adviser, 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 Subject to seeking the services provided by such brokers most favorable price and execution, the Board of Trustees may be useful to cause the Adviser to effect transactions in connection with portfolio securities through broker dealers in a manner that will help generate resources to pay the Adviser's services cost of certain expenses which the Fund is required to other clients. On occasions when pay or for which the Fund is required to arrange payment. (c) When the Adviser deems the purchase or sale of a security to be in the best interests interest of the Fund as well as other clients of the Adviserits clients, the Adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold or purchased in order to attempt to obtain the most a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities sold so purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such its other affected clients.

Allocation of Brokerage. The Adviser is authorized, subject Subadviser shall determine the securities to the supervision of the Board of Trustees of the Fund, be purchased or sold by a Fund with respect to each Subadvised Portfolio and will place orders for the purchase and sale of the Fund's investments with or through such persons, brokers brokers, or dealers and to negotiate commissions to be paid on such transactions in accordance with carry out the Fund's policies policy with respect to brokerage as set forth in a Fund’s Prospectus. Subject to the Prospectus and Statement of Additional Information. The Adviser may, on behalf provisions of the following paragraph, the Subadviser will take reasonable steps to ensure that Subadvised Portfolio transactions are effected at the best execution available. In using reasonable efforts to obtain the best execution available, the Subadviser, bearing in mind a Fund’s best interests at all times, pay brokerage commissions to a broker which provides brokerage and research services to shall consider all factors it deems relevant, including by way of illustration, price, the Adviser in excess size of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that nature of the market for the security, the amount is reasonable in relation to the value of the brokerage commission, the timing of the transaction taking into account market prices and research services provided trends, the reputation, experience and financial stability of the broker or dealer involved, and the quality of service rendered by the executing broker or dealer in terms of the particular transaction other transactions. The Subadviser may allocate brokerage business to firms that provide such services or facilities and, in terms of the Adviser's overall responsibilities with respect to the Fund and the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws interpretive guidance issued by the Securities and regulationsExchange Commission (the “SEC”) thereunder, and (iii) the Subadviser may cause a Fund to pay a broker or a dealer a commission in the opinion excess of the Adviser, amount of commission another broker or dealer would have charged if the total commissions Subadviser determines in good faith that the commission paid by the Fund will be was reasonable in relation to the benefits brokerage or research services received. The Subadviser shall provide such information regarding any “soft dollar” arrangements that the Subadviser maintains with respect to each Fund as may be requested from time to time by the Adviser. Consistent with the foregoing paragraph, nothing in this Agreement is intended to inhibit the Subadviser’s selection of broker-dealers used to execute trades for a Fund, including trades placed with broker-dealers who provide investment research services to the Subadviser. Such research services may include, but are not limited to, advice or data provided either directly or through publications or writings, including electronic publications, telephone contacts, and personal meetings with security analysts, economists, and corporate and industry spokespersons, and analyses and reports concerning issues, industries, and securities economic factors and trends. Research so provided is in addition to and not in lieu of the services required to be performed by the Subadviser. The Subadviser shall be authorized to open and maintain brokerage accounts for derivatives and securities, including futures and forward contracts and options thereon, swap agreements and over-the-counter transactions for and in the name of a Fund over and to execute for the long termFund as its agent, standard customer agreements with such brokers, dealers, and other intermediaries or counterparties as the Subadviser shall select as provided above. The Subadviser may, using such of the securities and other property of a Fund as the Subadviser deems necessary or desirable, deposit for the Fund initial and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents and securities, and other property into such brokerage accounts and to such brokers as the Subadviser deems desirable or appropriate. It is recognized understood that the services provided by such brokers Subadviser may be useful to the Adviser in connection have advisory, management, service, or other contracts with the Adviser's services to other clientsindividuals or entities, and may have other interests and businesses. On occasions when the Adviser deems the purchase or sale of When a security proposed to be in purchased or sold for a Fund is also to be purchased or sold for other accounts managed by the best interests of Subadviser at the Fund as well as other clients of the Advisersame time, the Adviser, to the extent permitted by applicable laws and regulations, Subadviser may, but shall be is under no obligation to, aggregate such orders and shall allocate such purchases or sales on a pro-rata, rotating, or other equitable basis consistent with its trade allocation procedures so as to avoid any one account being systematically preferred over any other account. The Subadviser will advise the Adviser and, if instructed by the Adviser, each Fund’s custodian or sub-custodians on a prompt basis each day by electronic telecommunication of each confirmed purchase and sale of a Subadvised Portfolio security or other financial instrument specifying the name of the issuer, the full description of the security or other financial instrument including its class, and amount or number of shares of the security or other financial instrument purchased or sold, the market price, commission, government charges, and gross or net price, trade date, settlement date, and identity of the clearing broker. Under no circumstances may the Subadviser or any affiliates of the Subadviser act as a principal in a securities to be sold transaction with a Fund or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities sold or purchased, as well as the expenses incurred in the transaction, will be made any other investment company managed by the Adviser in unless (i) permitted by an exemptive provision, rule, or order under the manner 1940 Act, and (ii) upon obtaining prior approval of the Adviser considers to securities transaction from the Adviser. Any such transactions shall be the most equitable and consistent with its fiduciary obligations reported quarterly to the Fund and to such other clientsBoard.

Allocation of Brokerage. The Adviser is authorizedSubadvisor shall have authority and discretion to select brokers and dealers to execute transactions initiated by the Subadvisor on behalf of the Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the supervision of the Board of Trustees of the Fund, to following limitations: (a) The Subadvisor shall at all times seek "best execution." (b) The Subadvisor shall at all times place orders for the sale and purchase and sale of the Fund's investments with or through such persons, brokers or dealers and to negotiate commissions to be paid on such transactions securities in accordance with the Fund's policies with respect to brokerage policy of the Series as set forth in the Prospectus and Statement as the Advisor or the Trustees may direct from time to time. (c) In placing orders for the sale and purchase of Additional InformationSeries securities for the Trust, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. The Adviser mayHowever, on behalf of this responsibility shall not obligate the Fund, pay brokerage commissions Subadvisor to a broker which provides brokerage and research services solicit competitive bids for each transaction or to seek the lowest available commission cost to the Adviser in excess of Trust, so long as the amount another Subadvisor reasonably believes that the broker would have charged for effecting or dealer selected by it can be expected to provide "best execution" on the transaction, provided (i) the Adviser particular transaction and determines in good faith that the amount commission cost is reasonable in relation to the value of the "brokerage and research services services," as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the executing broker Subadvisor, viewed in terms of the either that particular transaction or in terms of the AdviserSubadvisor's overall responsibilities with respect to its clients, including the Fund and the accounts Trust, as to which the Adviser Subadvisor exercises investment discretion, notwithstanding that the Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Trust a lower commission on the particular transaction. (iid) such payment is made in compliance with Section 28(eSubject to the requirements of Subparagraphs (a)-(d) of this Paragraph, the Securities Exchange Act 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 the Subadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Trust or that will be of 1934, as amended, and any other applicable laws and regulations, and (iii) value to the Trust in the opinion management of the Adviserits assets, 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 which services provided by such brokers may be useful to the Adviser in connection with the Adviser's services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Adviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall need not, be under no obligation to, aggregate of direct or exclusive benefit to the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient executionSeries. In such eventaddition, allocation subject to Subparagraphs (a)-(d) of securities sold this Paragraph, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Trust shall have the right to request that transactions be executed by brokers and dealers by or purchased, as well as through whom sales of shares of the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsTrust are made.

Allocation of Brokerage. (a) The Adviser is authorized, subject to the supervision of the Trust's Board of Trustees and consistent with any policies and procedures the Board of the FundTrustees may from time to time adopt, to place orders for the purchase and sale of the Fund's investments with or through such persons, brokers or dealers securities and to negotiate commissions to be paid on such transactions transactions. The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of securities for the Fund and is directed to use its best efforts to obtain the best net results as described in accordance with the Fund's statement of additional information. (b) Subject to the appropriate policies with respect to brokerage set forth in and procedures approved by the Prospectus and Statement Trust's Board of Additional Information. The Trustees, the Adviser may, on behalf of the Fund, pay brokerage commissions to a broker which provides brokerage and research services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided by the executing broker in terms of the particular transaction or in terms of the Adviser's overall responsibilities with respect to the Fund and the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws state and regulationsfederal laws, and (iii) in the opinion of the Adviser, 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 Subject to seeking the services provided by such brokers most favorable price and execution, the Board of Trustees may be useful to cause the Adviser to effect transactions in connection with portfolio securities through broker dealers in a manner that will help generate resources to pay the Adviser's services cost of certain expenses which the Fund is required to other clients. On occasions when pay or for which the Fund is required to arrange payment. (c) When the Adviser deems the purchase or sale of a security to be in the best interests interest of the Fund as well as other clients of the Adviserits clients, the Adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold or purchased in order to attempt to obtain the most a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities sold so purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such its other affected clients.

Allocation of Brokerage. The Adviser is authorizedSubadvisor shall have authority and discretion to select brokers and dealers to execute transactions initiated by the Subadvisor on behalf of the Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the supervision following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Board of Trustees of the Fund, to 0000 Xxx. (b) The Subadvisor shall at all times place orders for the sale and purchase and sale of the Fund's investments with or through such persons, brokers or dealers and to negotiate commissions to be paid on such transactions securities in accordance with the Fund's policies with respect to brokerage policy of the Series as set forth in the Prospectus and Statement as the Advisor or the Trustees may direct from time to time. (c) In placing orders for the sale and purchase of Additional Information. The Adviser may, on behalf of Series securities for the Fund, pay brokerage commissions the Subadvisor's primary responsibility shall be to a broker which provides brokerage and research services seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Adviser in excess of Fund, so long as the amount another Subadvisor reasonably believes that the broker would have charged for effecting or dealer selected by it can be expected to provide "best-execution" on the transaction, provided (i) the Adviser particular transaction and determines in good faith that the amount commission cost is reasonable in relation to the value of the "brokerage and research services services," as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the executing broker Subadvisor, viewed in terms of the either that particular transaction or in terms of the AdviserSubadvisor's overall responsibilities with respect to its clients, including the Fund and the accounts Fund, as to which the Adviser 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. (iid) such payment is made in compliance with Section 28(eSubject to the requirements of Subsections (a)-(d) of the Securities Exchange Act of 1934, as amended, and any other applicable laws and regulations, and (iii) in the opinion of the Adviserthis Section, the total commissions paid Advisor shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund will Advisor and the Subadvisor, shall be reasonable in relation to the benefits executed by brokers and dealers that provide brokerage or research services to the Fund over the long term. It is recognized or that the services provided by such brokers may will be useful of value to the Adviser in connection with the Adviser's services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be Fund in the best interests management of its assets, which services may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to Subsections (a)-(d) of this Section, the applicable Conduct Rules of the 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 as well as other clients of the Adviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities sold or purchased, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsare made.

Allocation of Brokerage. The Adviser is authorized, subject Subject to the supervision of Advisor and the Board of Trustees Board, Subadvisor is authorized and directed to establish and maintain accounts on behalf of the Fund, to place orders for the purchase and sale of the Fund's investments Investments with or through such persons, brokers or dealers as Subadvisor may select, and to negotiate commissions to be paid on such transactions in accordance with transactions. In selecting brokers or dealers and placing orders, Subadvisor will seek to obtain the Fund's policies with respect to brokerage set forth in most favorable combination of price and execution available (considering all factors it deems relevant under the Prospectus and Statement circumstances, including price, size of Additional Information. The Adviser maytransaction, on behalf nature of the Fundmarket for the security, amount of commission, if any, timing, reputation of broker or dealer and other factors), except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as provided below. Subadvisor may cause the Fund to pay a broker which that provides brokerage and research services to the Adviser Subadvisor a commission in excess of the amount commission that another broker would have charged for effecting the transaction, provided that transaction provided: (i) the Adviser Subadvisor determines in good faith that the amount commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker in the terms of the particular transaction or in terms of the Adviser's overall responsibilities with respect to the Fund and the accounts as to which the Adviser exercises investment discretion, transaction; (ii) such payment commission is made paid in material compliance with all applicable state and federal laws, including Section 28(e) of the Securities Exchange Act of 1934, as amendedamended (the “1934 Act”), and any other applicable laws and regulations, in accordance with this Agreement; and (iii) in the opinion of the AdviserSubadvisor, the total commissions paid by the Fund will be reasonable in relation to the benefits services received. Subadvisor shall provide such information regarding any such “soft dollar” arrangements that the Subadvisor maintains with respect to the Fund over the long term. It is recognized that the services provided by such brokers as may be useful requested from time to time by the Adviser in connection with the Adviser's services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the AdviserCorporation, the Adviser, to Board or Advisor. To the extent permitted not prohibited by applicable laws and regulationslaw, may, but shall be under no obligation to, Subadvisor may aggregate the securities to be sold or purchased in order to seek to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of these securities sold or purchased, as well as and the expenses incurred in the transaction, transaction will be made by the Adviser Subadvisor in the manner the Adviser it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such Subadvisor’s other clients.

Allocation of Brokerage. (a) The Adviser is authorized, subject to the supervision of the Trust's Board of Trustees and consistent with any policies and procedures the Board of the FundTrustees may from time to time adopt, to place orders for the purchase and sale of the Fund's investments with or through such persons, brokers or dealers securities and to negotiate commissions to be paid on such transactions transactions. The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of securities for each Fund and is directed to use its best efforts to obtain the best net results as described in accordance with the each Fund's statement of additional information. (b) Subject to the appropriate policies with respect to brokerage set forth in and procedures approved by the Prospectus and Statement Trust's Board of Additional Information. The Trustees, the Adviser may, on behalf of the each Fund, pay brokerage commissions to a broker which provides brokerage and research services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided by the executing broker in terms of the particular transaction or in terms of the Adviser's overall responsibilities with respect to the each Fund and the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws state and regulationsfederal laws, and (iii) in the opinion of the Adviser, the total commissions paid by the a Fund will be reasonable in relation to the benefits to the that Fund over the long term. It is recognized that Subject to seeking the services provided by such brokers most favorable price and execution, the Board of Trustees may be useful to cause the Adviser to effect transactions in connection with portfolio securities through broker dealers in a manner that will help generate resources to pay the Adviser's services cost of certain expenses which each Fund is required to other clients. On occasions when pay or for which each Fund is required to arrange payment. (c) When the Adviser deems the purchase or sale of a security to be in the best interests interest of the a Fund as well as other clients of the Adviserits clients, the Adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold or purchased in order to attempt to obtain the most a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities sold so purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the that Fund and to such its other affected clients.

Allocation of Brokerage. The Adviser is authorizedSubadvisor shall have authority and discretion to select brokers and dealers to execute transactions initiated by the Subadvisor on behalf of the Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the supervision of the Board of Trustees of the Fund, to following limitations: (a) The Subadvisor shall at all times seek "best execution." (b) The Subadvisor shall at all times place orders for the sale and purchase and sale of the Fund's investments with or through such persons, brokers or dealers and to negotiate commissions to be paid on such transactions securities in accordance with the Fund's policies with respect to brokerage policy of the Series as set forth in the Prospectus and Statement as the Advisor or the Trustees may direct from time to time. (c) In placing orders for the sale and purchase of Additional InformationSeries securities for the Trust, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. The Adviser mayHowever, on behalf of this responsibility shall not obligate the Fund, pay brokerage commissions Subadvisor to a broker which provides brokerage and research services solicit competitive bids for each transaction or to seek the lowest available commission cost to the Adviser in excess of Trust, so long as the amount another Subadvisor reasonably believes that the broker would have charged for effecting or dealer selected by it can be expected to provide "best execution" on the transaction, provided (i) the Adviser particular transaction and determines in good faith that the amount commission cost is reasonable in relation to the value of the "brokerage and research services services," as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the executing broker Subadvisor, viewed in terms of the either that particular transaction or in terms of the AdviserSubadvisor's overall responsibilities with respect to its clients, including the Fund and the accounts Trust, as to which the Adviser Subadvisor exercises investment discretion, notwithstanding that the Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Trust a lower commission on the particular transaction. (iid) such payment is made in compliance with Section 28(eSubject to the requirements of Subparagraphs (a)-(c) of this Paragraph, the Securities Exchange Act Advisor shall have the right to request that transactions giving rise to brokerage commissions, in an amount and in a manner to be reasonably agreed upon by the Advisor and the Subadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Trust or that will be of 1934, as amended, and any other applicable laws and regulations, and (iii) value to the Trust in the opinion management of the Adviserits assets, 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 which services provided by such brokers may be useful to the Adviser in connection with the Adviser's services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Adviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation toneed not be, aggregate of direct or exclusive benefit to the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient executionSeries. In addition, subject to Subparagraphs (a)-(c) of this Paragraph, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Trust shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Trust are made, in such event, allocation of securities sold or purchased, amount and in such manner as well as reasonably agreed between the expenses incurred in Advisor and the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsSubadvisor.

Allocation of Brokerage. (a) The Adviser is authorized, subject to the supervision of the Trust's Board of Trustees and consistent with any policies and procedures the Board of the FundTrustees may from time to time adopt, to place orders for the purchase and sale of the Fund's investments with or through such persons, brokers or dealers securities and to negotiate commissions to be paid on such transactions transactions. The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of securities for the Fund and is directed to use its best efforts to obtain the best net results as described in accordance with the Fund's statement of additional information. (b) Subject to the appropriate policies with respect to brokerage set forth in and procedures approved by the Prospectus and Statement Trust's Board of Additional Information. The Trustees, the Adviser may, on behalf of the Fund, pay brokerage commissions to a broker which provides brokerage and research services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided by the executing broker in terms of the particular transaction or in terms of the Adviser's overall responsibilities with respect to the Fund Trust and the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws state and regulationsfederal laws, and (iii) in the opinion of the Adviser, 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 Subject to seeking the services provided by such brokers most favorable price and execution, the Board of Trustees may be useful to cause the Adviser to effect transactions in connection with portfolio securities through broker-dealers in a manner that will help generate resources to pay the Adviser's services cost of certain expenses which the Fund is required to other clients. On occasions when pay or for which the Fund is required to arrange payment. (c) When the Adviser deems the purchase or sale of a security to be in the best interests interest of the Fund as well as other clients of the Adviserits clients, the Adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold or purchased in order to attempt to obtain the most a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities sold so purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such its other affected clients.

Allocation of Brokerage. The Adviser is authorizedSubadvisor shall have authority and discretion to select brokers and dealers to execute transactions initiated by the Subadvisor on behalf of the Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the supervision of the Board of Trustees of the Fund, to following limitations: (a) The Subadvisor shall at all times seek "best execution". (b) The Subadvisor shall at all times place orders for the sale and purchase and sale of the Fund's investments with or through such persons, brokers or dealers and to negotiate commissions to be paid on such transactions securities in accordance with the Fund's policies with respect to brokerage policy of the Series as set forth in the Prospectus and Statement as the Advisor or the Trustees may direct from time to time. (c) In placing orders for the sale and purchase of Additional InformationSeries securities for the Trust, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. The Adviser mayHowever, on behalf of this responsibility shall not obligate the Fund, pay brokerage commissions Subadvisor to a broker which provides brokerage and research services solicit competitive bids for each transaction or to seek the lowest available commission cost to the Adviser in excess of Trust, so long as the amount another Subadvisor reasonably believes that the broker would have charged for effecting or dealer selected by it can be expected to provide "best execution" on the transaction, provided (i) the Adviser particular transaction and determines in good faith that the amount commission cost is reasonable in relation to the value of the "brokerage and research services services," as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the executing broker Subadvisor, viewed in terms of the either that particular transaction or in terms of the AdviserSubadvisor's overall responsibilities with respect to its clients, including the Fund and the accounts Trust, as to which the Adviser Subadvisor exercises investment discretion, notwithstanding that the Trust may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Trust a lower commission on the particular transaction. (iid) such payment is made in compliance with Section 28(eSubject to the requirements of Subparagraphs (a)-(d) of this Paragraph, 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 the Subadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Trust or that will be of value to the Trust in the management of its assets, which services may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to Subparagraphs (a)-(d) of this Paragraph, the applicable Conduct Rules of the National Association of Securities Exchange Act of 1934Dealers, as amended, Inc. and any other applicable laws law, the Trust shall have the right to request that transactions be executed by brokers and regulations, and (iii) in the opinion dealers by or through whom sales of shares of the Adviser, the total commissions paid by the Fund will be reasonable in relation Trust are made to the benefits to the Fund over the long term. It is recognized that the services provided by such brokers may be useful to the Adviser in connection with the Adviser's services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Adviser, the Adviser, to the extent extend 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 securities sold or purchased, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientslaw.

Allocation of Brokerage. (a) The Adviser is authorized, subject to the supervision of the Trust's Board of Trustees and consistent with any policies and procedures the Board of the FundTrustees may from time to time adopt, to place orders for the purchase and sale of the Fund's investments with or through such persons, brokers or dealers securities and to negotiate commissions to be paid on such transactions in accordance with transactions. The Adviser is authorized to select the Fund's policies with respect brokers or dealers that will execute the purchases and sales of securities for the Portfolios and is directed to brokerage set forth use its best efforts to obtain the best net results as described in the Prospectus Trust's statement of additional information. (b) Subject to the appropriate policies and Statement procedures approved by the Trust's Board of Additional Information. The Trustees, the Adviser may, on behalf of the Fundeach Portfolio, pay brokerage commissions to a broker which provides brokerage and research services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided by the executing broker in terms of the particular transaction or in terms of the Adviser's overall responsibilities with respect to the Fund Trust and the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws state and regulationsfederal laws, and (iii) in the opinion of the Adviser, the total commissions paid by the Fund a Portfolio will be reasonable in relation to the benefits to the Fund such Portfolio over the long term. It is recognized that In addition, subject to seeking the services provided by such brokers may be useful to most favorable price and best execution available, the Adviser may also consider sales of shares of the Trust as a factor in connection with the Adviserselection of brokers and dealers. Subject to seeking the most favorable price and execution, the Board of Trustees may cause the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to: (i) pay the cost of certain expenses which the Trust is required to pay or for which the Trust is required to arrange payment; or (ii) finance activities that are primarily intended to result in the sale of the Trust's services to other clients. On occasions when shares. (c) When the Adviser deems the purchase or sale of a security to be in the best interests interest of the Fund one or more Portfolios as well as other clients of the Adviserits clients, the Adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold or purchased in order to attempt to obtain the most a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities sold so purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund each affected Portfolio and to such its other affected clients.

Allocation of Brokerage. (a) The Adviser is authorized, subject to the supervision of the Trust’s Board of Trustees and consistent with any policies and procedures the Board of the FundTrustees may from time to time adopt, to place orders for the purchase and sale of the Fund's investments with or through such persons, brokers or dealers securities and to negotiate commissions to be paid on such transactions in accordance with transactions. The Adviser is authorized to select the Fund's policies with respect brokers or dealers that will execute the purchases and sales of securities for the Funds and is directed to brokerage set forth use its best efforts to obtain the best net results as described in the Prospectus Funds’ statement of additional information. (b) Subject to the appropriate policies and Statement procedures approved by the Trust’s Board of Additional Information. The Trustees, the Adviser may, on behalf of the FundFunds, pay brokerage commissions to a broker which provides brokerage and research services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided by the executing broker in terms of the particular transaction or in terms of the Adviser's ’s overall responsibilities with respect to the Fund Funds and the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws state and regulationsfederal laws, and (iii) in the opinion of the Adviser, the total commissions paid by the Fund Funds will be reasonable in relation to the benefits to the Fund Funds over the long term. It is recognized that Subject to seeking the services provided by such brokers most favorable price and execution, the Board of Trustees may be useful to cause the Adviser to effect transactions in connection with portfolio securities through broker dealers in a manner that will help generate resources to pay the Adviser's services cost of certain expenses which a Fund is required to other clients. On occasions when pay or for which a Fund is required to arrange payment. (c) When the Adviser deems the purchase or sale of a security to be in the best interests interest of the a Fund as well as other clients of the Adviserits clients, the Adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold or purchased in order to attempt to obtain the most a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities sold so purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such its other affected clients.