Common use of Avoidance of Inconsistent Position Clause in Contracts

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the Assets, neither the Subadviser nor any of its trustees/directors, officers or employees will act as principal or agent or receive any commission, except in compliance with applicable law and the relevant policies and procedures of the Fund. The Subadviser shall not knowingly recommend that the Fund, with respect to the Assets, purchase, sell or retain securities of any issuer in which the Subadviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund with respect to the Assets. The Subadviser shall have no obligation to acquire with respect to the Assets, a position in any investment that the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for the Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's Code of Ethics. When a security proposed to be purchased or sold for the Assets is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchase or sale on a pro-rata, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees the method used to allocate purchases and sales among the Subadviser's investment advisory clients. It is further understood that the Subadviser may, but shall not be obligated to, aggregate the orders for securities to be purchased or sold.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the AssetsFund, neither the Subadviser nor any of its trustees/directors, officers or employees will act as principal or agent or receive any commission, except in compliance with applicable law and the relevant policies and procedures of the Fund. The Subadviser shall not knowingly recommend that the Fund, with respect to the Assets, Fund purchase, sell or retain securities of any issuer in which the Subadviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund with respect to the AssetsFund. The Subadviser shall have no obligation to acquire with respect to the AssetsFund, a position in any investment that which the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for on behalf of the Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, Fund and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's Code of Ethics. When a security proposed to be purchased or sold for the Assets Fund is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchase or sale on a pro-rata, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees the method used to allocate purchases and sales among the Subadviser's investment advisory clients. It is further understood that the Subadviser may, but shall not be obligated to, aggregate the orders for securities to be purchased or sold.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the AssetsFund, neither the Subadviser nor any of its trustees/directorsTrustees, officers or employees will act as principal or agent or receive any commission, except in compliance with applicable law and the relevant policies and procedures of the Fund. The Subadviser shall not knowingly recommend that the Fund, with respect to the Assets, Fund purchase, sell or retain securities of any issuer in which the Subadviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund with respect to the AssetsFund. The Subadviser shall have no obligation to acquire with respect to the AssetsFund, a position in any investment that which the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for on behalf of the Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, Fund and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's Code of Ethics. When a security proposed to be purchased or sold for the Assets Fund is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchase or sale on a pro-pro- rata, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees the method used to allocate purchases and sales among the Subadviser's investment advisory clients. It is further understood that the Subadviser may, but shall not be obligated to, aggregate the orders for securities to be purchased or sold.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the Assets, neither the Subadviser nor any of its trustees/directors, officers or employees will act as principal or agent or receive any commission, except in compliance with applicable law and the relevant policies and procedures of the Fund. The Subadviser shall not knowingly recommend that the Fund, with respect to the Assets, purchase, sell or retain securities of any issuer in which the Subadviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund Fund, with respect to the Assets. The Subadviser shall have no obligation to acquire with respect to the Fund Assets, a position in any investment that which the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for on behalf of the Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's Code of Ethics. When a security proposed to be purchased or sold for the Fund Assets is also to be purchased or sold for other accounts managed by the Subadviser at the same time, at the sole discretion of the Subadviser as to whether to aggregate such purchases or sales, the Subadviser shall make such purchase or sale on a pro-rata, rotating or other fair and equitable basis basis, subject to cash considerations, so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees the method used to allocate purchases and sales among the Subadviser's investment advisory clients. It is further understood that the Subadviser may, but shall not be obligated to, aggregate the orders for securities to be purchased or sold.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the AssetsFund, neither the Subadviser nor any of its trustees/directors, officers or employees will act as principal or agent or receive any commission, except in compliance with applicable law and the relevant policies and procedures of the Fund. The Subadviser shall not knowingly recommend that the Fund, with respect to the Assets, Fund purchase, sell or retain securities of any issuer in which the Subadviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund with respect to the AssetsFund. The Subadviser shall have no obligation to acquire with respect to the AssetsFund, a position in any investment that which the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for on behalf of the Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, Fund and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's Code of Ethics. When a security proposed to be purchased or sold for the Assets Fund is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchase or sale on a pro-rata, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees the method used to allocate purchases and sales among the Subadviser's investment advisory clients. It is further understood that the Subadviser may, but shall not be obligated to, aggregate the orders for securities to be purchased or sold.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the AssetsFund, neither the Subadviser nor any of its trustees/directors, officers or employees will act as principal or agent or receive any commission, except in compliance with applicable law and the relevant policies and procedures of the Fund. The Subadviser shall not knowingly recommend that the Fund, with respect to the Assets, Fund purchase, sell or retain securities of any issuer in which the Subadviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust Company and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund with respect to the AssetsFund. The Subadviser shall have no obligation to acquire with respect to the AssetsFund, a position in any investment that which the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for on behalf of the Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, Fund and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's Code of Ethics. When a security proposed to be purchased or sold for the Assets Fund is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchase or sale on a pro-rata, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees Directors the method used to allocate purchases and sales among the Subadviser's investment advisory clients. It is further understood that the Subadviser may, but shall not be obligated to, aggregate the orders for securities to be purchased or sold.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the AssetsFund, neither the Subadviser nor any of its trustees/directors, officers or employees will act as principal or agent or receive any commission, except in compliance with applicable law and the relevant policies and procedures of the Fund. The Subadviser shall not knowingly recommend that the Fund, with respect to the Assets, Fund purchase, sell or retain securities of any issuer in which the Subadviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund with respect to the AssetsFund. The Subadviser shall have no obligation to acquire with respect to the AssetsFund, a position in any investment that which the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for on behalf of the Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, Fund and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's Code of Ethics. When a security proposed to be purchased or sold for the Assets Fund is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchase or sale on a pro-pro- rata, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees the method used to allocate purchases and sales among the Subadviser's investment advisory clients. It is further understood that the Subadviser may, but shall not be obligated to, aggregate the orders for securities to be purchased or sold.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the Assets, neither the Subadviser nor any of its trustees/directors, officers or employees will act as principal or agent or receive any commission, except in compliance with applicable law and the relevant policies and procedures of the Fund. The Subadviser shall not knowingly recommend that the Fund, with respect to the Assets, purchase, sell or retain securities of any issuer in which the Subadviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund Fund, with respect to the Assets. The Subadviser shall have no obligation to acquire with respect to the Assets, a position in any investment that the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for the Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's Code of Ethics. When a security proposed to be purchased or sold for the Assets is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchase or sale on a pro-rata, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees the method used to allocate purchases and sales among the Subadviser's investment advisory clients. It is further understood that the Subadviser may, but shall not be obligated to, aggregate the orders for securities to be purchased or sold.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the Assetsa Fund, neither the Subadviser nor any of its trustees/directors, officers or employees will act as principal or agent or receive any commission, except in compliance with applicable law and the relevant policies and procedures of the a Fund. The Subadviser shall not knowingly recommend that the Fund, with respect to the Assets, Fund purchase, sell or retain securities of any issuer in which the Subadviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund with respect to the Assetsa Fund. The Subadviser shall have no obligation to acquire with respect to the Assetsa Fund, a position in any investment that the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for the a Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, a Fund and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's Code of Ethics. When a security proposed to be purchased or sold for the Assets a Fund is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchase or sale on a pro-rata, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees the method used to allocate purchases and sales among the Subadviser's investment advisory clients. It is further understood that the Subadviser may, but shall not be obligated to, aggregate the orders for securities to be purchased or sold.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the Assets, neither the Subadviser nor any of its trustees/directors, officers or employees will act as principal or agent or receive any commission, except in compliance with applicable law and the relevant policies and procedures of the Fund. The Subadviser shall not knowingly recommend that the Fund, with respect to the Assets, purchase, sell or retain securities of any issuer in which the Subadviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund with respect to the Assets. The Subadviser shall have no obligation to acquire with respect to the Assets, a position in any investment that the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for the Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's ’s Code of Ethics. When a security proposed to be purchased or sold for the Assets is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchase or sale on a pro-rata, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees the method used to allocate purchases and sales among the Subadviser's ’s investment advisory clients. It is further understood that the Subadviser may, but shall not be obligated to, aggregate the orders for securities to be purchased or sold.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the AssetsFund, neither the Subadviser nor any of its trustees/directors, officers or employees will act as principal or agent or receive any commission, except in compliance with applicable law and the relevant policies and procedures of the Fund. The Subadviser shall not knowingly recommend that the Fund, with respect to the Assets, Fund purchase, sell or retain securities of any issuer in which the Subadviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust Company and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund with respect to the AssetsFund. The Subadviser shall have no obligation to acquire with respect to the AssetsFund, a position in any investment that which the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for on behalf of the Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, Fund and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's Code of Ethics. When a security proposed to be purchased or sold for the Assets Fund is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchase or sale on a pro-pro- rata, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees Directors the method used to allocate purchases and sales among the Subadviser's investment advisory clients. It is further understood that the Subadviser may, but shall not be obligated to, aggregate the orders for securities to be purchased or sold.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the AssetsFund, neither the Subadviser nor any of its trustees/directors, officers or employees will act as principal or agent or receive any commission, except in compliance with applicable law and the relevant policies and procedures of the Fund. The Subadviser shall not knowingly recommend that the Fund, with respect to the Assets, Fund purchase, sell or retain securities of any issuer in which the Subadviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund with respect to the AssetsFund. The Subadviser shall have no obligation to acquire with respect to the AssetsFund, a position in any investment that the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for the Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, Fund and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's ’s Code of Ethics. When a security proposed to be purchased or sold for the Assets Fund is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchase or sale on a pro-rata, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees the method used to allocate purchases and sales among the Subadviser's ’s investment advisory clients. It is further understood that the Subadviser may, but shall not be obligated to, aggregate the orders for securities to be purchased or sold.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the AssetsFund, neither the Subadviser EquiTrust nor any officer, director or shareholder of its trustees/directors, officers or employees will EquiTrust shall act as principal or agent or receive any commissioncommission other than its compensation provided for in this Agreement. Such limitation, except in compliance with applicable law and however, shall not prohibit the relevant policies and procedures payment of the Fundusual and customary brokerage commissions to any of such parties in the proper case. The Subadviser shall not knowingly recommend EquiTrust agrees that in all matters relating to the management of the investment of the assets of the Fund it will act in conformity with the Articles of Incorporation and By-Laws of the Fund and any resolutions adopted by the Board. It is understood and agreed that EquiTrust, by virtue of a separate agreement or agreements with the Fund, with respect to may also act as underwriter, distributor, transfer agent and/or shareholder service agent for the AssetsFund, purchaseand/or perform accounting services for the Fund, sell or retain securities of any issuer in which the Subadviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accountsand may be compensated therefor. The Trust and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of securities held by the Fund with respect to the Assets. The Subadviser shall have no obligation to acquire with respect to the Assets, a position in any may also be held by separate investment that the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or other investment companies for the account which EquiTrust may act as an adviser or by EquiTrust or its affiliates. Because of another client ifdifferent investment objectives or other factors, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for the Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security may be bought by EquiTrust or its affiliates or for one or more funds clients when one or more clients while other funds or clients may be are selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any If purchases or sales of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's Code of Ethics. When a security proposed to be purchased or sold securities for the Assets is also to be purchased Fund or sold other entities for other accounts managed by the Subadviser which EquiTrust or its affiliates act as investment adviser or for their advisory clients arise for consideration at or about the same time, the Subadviser shall Fund agrees that EquiTrust may make transactions in such securities, in such manner as is deemed equitable to all. To the extent that transactions on behalf of more than one client of EquiTrust during the same period may increase demand for securities being purchased or the supply of securities being sold, the Fund recognizes that there may be an adverse effect on price. It is agreed that, on occasions when EquiTrust deems the purchase or sale on of a pro-ratasecurity to be in the best interests of the Fund as well as other accounts or companies, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose it may, to the Adviser extent permitted by applicable laws and to the Trustees the method used to allocate purchases and sales among the Subadviser's investment advisory clients. It is further understood that the Subadviser mayregulations, but shall not be obligated to, aggregate the orders for securities to be sold or purchased for the Fund with those to be sold or purchased for other accounts or companies in order to obtain favorable execution and lower brokerage commissions. In that event, allocation of the securities purchased or sold, as well as the expenses incurred in the transaction, will be made by EquiTrust in the manner it considers to be most equitable and consistent with its fiduciary obligations to the Fund and to such other accounts or companies. The Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for the Fund.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the AssetsFund, neither the Subadviser nor any of its trustees/directors, officers or employees will act as principal or agent or receive any commission, except in compliance with applicable law and the relevant policies and procedures of the Fund. The Subadviser shall not knowingly recommend that the Fund, with respect to the Assets, th e Fund purchase, sell or retain securities of any issuer in which the Subadviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund with respect to the AssetsFund. The Subadviser shall have no obligation to acquire with respect to the AssetsFund, a position in any investment that the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for the Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any of the above described transactionstransactions , and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, Fund and it shall require such of its Access Persons as is appropriate to comply with the requirements requi rements of the Subadviser's Code of Ethics. When a security proposed to be purchased or sold for the Assets Fund is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchase or sale on a pro-rata, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees the method used to allocate purchases and sales among the Subadviser's investment advisory clients. It is further understood that the Subadviser may, but shall not be obligated to, aggregate the orders for securities to be purchased or sold.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the Assets, neither the Subadviser nor any of its trustees/directors, officers or employees will act as principal or agent or receive any commission, except in compliance with applicable law and the relevant policies and procedures of the Fund. The Subadviser shall not knowingly recommend that the Fund, with respect to the Assets, purchase, sell or retain securities of any issuer in which the Subadviser has a financial interest (other than on behalf of any customer or client for whom Subadviser acts as trustee, custodian or subcustodian) without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund Fund, with respect to the Assets. The Subadviser shall have no obligation to acquire with respect to the Assets, a position in any investment that the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for the Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's Code of Ethics. When a security proposed to be purchased or sold for the Assets is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchase or sale on a pro-rata, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees the method used to allocate purchases and sales among the Subadviser's investment advisory clients. It is further understood that the Subadviser may, but shall not be obligated to, aggregate the orders for securities to be purchased or sold.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the Assetsor any Portfolio thereof, neither the Subadviser Adviser nor any officer, director or shareholder of its trustees/directors, officers or employees will Adviser shall act as principal or agent or receive any commissioncommission other than its compensation provided for in this Agreement. Such limitation, except in compliance with applicable law and however, shall not prohibit the relevant policies and procedures payment of the Fundusual and customary brokerage commissions to any of such parties in the proper case. The Subadviser shall not knowingly recommend It is understood and agreed that Adviser, by virtue of a separate agreement or agreements with the Fund, with respect to may also act as underwriter, distributor, transfer agent and/or shareholder service agent for the AssetsFund, purchaseand/or perform accounting services for the Fund, sell or retain securities of any issuer in which the Subadviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accountsand may be compensated therefor. The Trust and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of securities held by the Fund with respect to the Assets. The Subadviser shall have no obligation to acquire with respect to the Assets, a position in any may also be held by separate investment that the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or other investment companies for which the account Adviser may act as an adviser or by the Adviser or its affiliates. Because of another client ifdifferent investment objectives or other factors, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for the Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security may be bought by the adviser or its affiliates or for one or more funds clients when one or more clients while other funds or clients may be are selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any If purchases or sales of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's Code of Ethics. When a security proposed to be purchased or sold securities for the Assets is also to be purchased Fund or sold other entities for other accounts managed by which the Subadviser Adviser or its affiliates act as investment adviser or for their advisory clients arise for consideration at or about the same time, the Subadviser shall Fund agrees that the Adviser may make transactions in such securities, in such manner as is deemed equitable to all. To the extent that transactions on behalf of more than one client of the Adviser during the same period may increase demand for securities being purchased or the supply of securities being sold, the Fund recognizes that there may be an adverse effect on price. It is agreed that, on occasions when the Adviser deems the purchase or sale on of a pro-ratasecurity to be in the best interests of the Fund as well as other accounts or companies, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose it may, to the Adviser extent permitted by applicable laws and to the Trustees the method used to allocate purchases and sales among the Subadviser's investment advisory clients. It is further understood that the Subadviser mayregulations, but shall not be obligated to, aggregate the orders for securities to be sold or purchased for the Fund with those to be sold or purchased for other accounts or companies in order to obtain favorable execution and lower brokerage commissions. In that event, allocation of the securities purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to the Fund and to such other accounts or companies. The Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for a Portfolio of the Fund.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the Assets"Fund, neither the Subadviser nor any of its trustees/directors, ," officers or employees will act as principal or agent or receive "any commission, except in compliance with applicable law and the the" relevant policies and procedures of the Fund. The Subadviser "shall not knowingly recommend that the Fund, with respect to the Assets, Fund purchase, sell or or" retain securities of any issuer in which the Subadviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the "Subadviser or any of its officers, affiliates or employees from from" "buying, selling or trading in any securities for its or their own own" account or accounts. The Trust and Fund acknowledge that the "Subadviser and its officers, affiliates and employees, and its its" "other clients may at any time have, acquire, increase, decrease decrease" or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund with respect to the AssetsFund. The Subadviser shall "have no obligation to acquire with respect to the AssetsFund, a a" "position in any investment that the Subadviser, its officers, ," affiliates or employees may acquire for its or their own accounts "or for the account of another client if, in the sole discretion discretion" "of the Subadviser, it is not feasible or desirable to acquire a a" position in such investment for the Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and "agrees, however, that in any of the above described transactions, ," "and in all cases, the Subadviser is obligated to fulfill its its" fiduciary duty as Subadviser to the Fund, with respect to the Assets, Fund and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's Subadvisers Code of Ethics. When a security proposed to be purchased or sold for the Assets Fund is also to be purchased or sold for other accounts managed "by the Subadviser at the same time, the Subadviser shall make make" "such purchase or sale on a pro-rata, rotating or other fair and and" equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees the method used to allocate purchases and sales among the Subadviser's Subadvisers investment advisory clients. It "is further understood that the Subadviser may, but shall not be be" "obligated to, aggregate the orders for securities to be purchased purchased" or sold.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the Assets, neither the Subadviser nor any of its trustees/directors, officers or employees will act as principal or agent or receive any commission, except in compliance with applicable law and the relevant policies and procedures of the Fund. The Subadviser shall not knowingly recommend that the Fund, with respect to the Assets, purchase, sell or retain securities of any issuer in which the Subadviser has a material financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund with respect to the Assets. The Subadviser shall have no obligation to acquire with respect to the Assets, a position in any investment that the Subadviser may acquire for its own account or the Subadviser, its officers, affiliates under the control of the Subadviser or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for the Fund. The Subadviser shall have no obligation to acquire with respect to the Assets a position in any investment that the Subadviser's affiliates that are not under the control of the Subadviser acquire or that the Subadviser's officers or employees acquire for their own accounts. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's Code of Ethics. When a security proposed to be purchased or sold for the Assets is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchase or sale on a pro-rata, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees the method used to allocate purchases and sales among the Subadviser's investment advisory clients. It is further understood that the Subadviser may, but shall not be obligated to, aggregate the orders for securities to be purchased or sold.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the AssetsFund, neither the Subadviser Adviser nor any officer, director or shareholder of its trustees/directors, officers or employees will Adviser shall act as principal or agent or receive any commissioncommission other than its compensation provided for in this Agreement. Such limitation, except in compliance with applicable law and however, shall not prohibit the relevant policies and procedures payment of the Fundusual and customary brokerage commissions to any of such parties in the proper case. The Subadviser shall not knowingly recommend It is understood and agreed that Adviser, by virtue of a separate agreement with the Fund, with respect to the Assets, purchase, sell or retain securities of any issuer in which the Subadviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund with respect to the Assets. The Subadviser shall have no obligation to acquire with respect to the Assets, a position in any investment that the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment also act as underwriter for the Fund. Nothing herein contained shall prevent Securities held by the Subadviser from purchasing Fund may also be held by separate investment accounts or recommending other investment companies for which the purchase Adviser may act as an adviser or by the Adviser or its affiliates. Because of different investment objectives or other factors, a particular security may be bought by the Adviser or its affiliates or for one or more funds clients when one or more clients while other funds or clients may be are selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any If purchases or sales of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's Code of Ethics. When a security proposed to be purchased or sold securities for the Assets is also to be purchased Fund or sold other entities for other accounts managed by which the Subadviser Adviser or its affiliates act as investment adviser or for their advisory clients arise for consideration at or about the same time, the Subadviser shall Fund agrees that the Adviser may make transactions in such securities, insofar as deemed equitable to all. To the extent that transactions on behalf of more than one client of the Adviser during the same period may increase demand for securities being purchased or the supply of securities being sold, the Fund recognizes that there may be an adverse effect on price. It is agreed that, on occasions when the Adviser deems the purchase or sale on of a pro-ratasecurity to be in the best interests of the Fund as well as other accounts or companies, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose it may, to the Adviser extent permitted by applicable laws and to the Trustees the method used to allocate purchases and sales among the Subadviser's investment advisory clients. It is further understood that the Subadviser mayregulations, but shall not be obligated to, aggregate the orders for securities to be sold or purchased for the Fund with those to be sold or purchased for other accounts or companies in order to obtain favorable execution and lower brokerage commissions. In that event, allocation of the securities purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to the Fund and to such other accounts or companies. The Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for a Portfolio of the Fund.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the Assets, neither the Subadviser nor any of its trustees/directors, officers or employees will act as principal or agent or receive any commission, except in compliance with applicable law and the relevant policies and procedures of the Fund. The Subadviser shall not knowingly recommend that the Fund, with respect to the Assets, purchase, sell or retain securities of any issuer in which the Subadviser has a material financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust and Fund Fu nd acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund with respect to the Assets. The Subadviser shall have no obligation to acquire with respect to the Assets, a position in any investment that the Subadviser may acquire for its own account or the Subadviser, its officers, affiliates under the control of the Subadviser or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for the Fund. The Subadviser shall have no obligation to acquire with respect to the Assets a position in any investment that the Subadviser's affiliates that are not under the control of the Subadviser acquire or that the Subadviser's officers or employees acquire for their own accounts. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's Code of Ethics. When a security proposed to be purchased or sold for the Assets is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchase or sale on a pro-rata, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees the method used to allocate purchases and sales among the Subadviser's investment advisory clients. It is further understood that the Subadviser may, but shall not be obligated to, aggregate the orders for securities to be purchased or sold.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the AssetsFund, neither the Subadviser nor any of its trustees/directors, officers or employees will act as principal or agent or receive any commission, except in compliance with applicable law and the relevant policies and procedures of the Fund. The Subadviser shall not knowingly recommend that the Fund, with respect to the Assets, Fund purchase, sell or retain securities of any issuer in which the Subadviser has a financial interest without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts. The Trust and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund with respect to the AssetsFund. The Subadviser shall have no obligation to acquire with respect to the AssetsFund, a position in any investment that which the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for on behalf of the Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, Fund and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's ’s Code of Ethics. When a security proposed to be purchased or sold for the Assets Fund is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchase or sale on a pro-rata, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees the method used to allocate purchases and sales among the Subadviser's ’s investment advisory clients. It is further understood that the Subadviser may, but shall not be obligated to, aggregate the orders for securities to be purchased or sold.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund with respect to the Assets, neither the Subadviser nor any of its trustees/directors, officers or employees will act as principal or agent or receive any commission, except in compliance with applicable law and the relevant policies and procedures of the Fund. The Subadviser shall not knowingly recommend that the Fund, with respect to the Assets, purchase, sell or retain securities of any issuer in which the Subadviser has a financial interest (other than on behalf of any customer or client for whom Subadviser acts as trustee, custodian or subcustodian) without obtaining prior approval of the Adviser prior to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officers, affiliates or employees from buying, selling or trading in any securities for its or their own account a ccount or accounts. The Trust and Fund acknowledge that the Subadviser and its officers, affiliates and employees, and its other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which are at the same time being acquired or disposed of by the Fund Fund, with respect to the Assets. The Subadviser shall have no obligation to acquire with respect to the Assets, a position in any investment that the Subadviser, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of the Subadviser, it is not feasible or desirable to acquire a position in such investment for the Fund. Nothing herein contained shall prevent the Subadviser from purchasing or recommending the purchase of a particular security for one or more funds or clients while other funds or clients may be selling the same security. The Subadviser expressly acknowledges and agrees, however, that in any of the above described transactions, and in all cases, the Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the Fund, with respect to the Assets, and it shall require such of its Access Persons as is appropriate to comply with the requirements of the Subadviser's Code of Ethics. When a security proposed to be purchased or sold for the Assets is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchase or sale on a pro-rata, rotating or other fair and equitable basis so as to avoid any one account being preferred over any other account. The Subadviser shall disclose to the Adviser and to the Trustees the method used to allocate purchases and sales among the Subadviser's investment advisory clients. It is further understood that the Subadviser may, but shall not be obligated to, aggregate the orders for securities to be purchased or sold.