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, 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 procedures of the Fund. The Subadviser shall not knowingly recommend that the 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. The Subadviser shall have no obligation to acquire with respect to the Fund, a position in any investment 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 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 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 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 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.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the 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 procedures of the Fund. The Subadviser shall not knowingly recommend that the 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. The Subadviser shall have no obligation to acquire with respect to the Fund, a position in any investment 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 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 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 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 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.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the 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 procedures of the Fund. The Subadviser shall not knowingly recommend that the 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. The Subadviser shall have no obligation to acquire with respect to the Fund, a position in any investment 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 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 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 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 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.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the FundFund 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 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 FundAssets, a position in any investment which 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 on behalf of 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 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, 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 a 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 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 a Fund. The Subadviser shall have no obligation to acquire with respect to the a Fund, a position in any investment which 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 on behalf of the for 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 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 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 FundFund 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 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 FundFund with respect to the Assets. The Subadviser shall have no obligation to acquire with respect to the FundAssets, a position in any investment which 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 on behalf of 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 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 Fund 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 FundFund 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 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, with respect to the Assets. The Subadviser shall have no obligation to acquire with respect to the FundAssets, a position in any investment which 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 on behalf of 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 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, 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 FundFund or 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 procedures payment of the Fund. The Subadviser shall not knowingly recommend that the 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 usual and customary brokerage commissions to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officerssuch parties in the proper case. It is understood and agreed that Adviser, affiliates by virtue of a separate agreement 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. The Subadviser shall have no obligation to acquire agreements with respect to the Fund, a position in any may also act as underwriter, distributor, transfer agent and/or shareholder service agent for the Fund, and/or perform accounting services for the Fund, and may be compensated therefor. The same securities held by the Fund may also be held by separate investment accounts or other investment companies for which the SubadviserAdviser may act as an adviser or by the Adviser or its affiliates. Because of different investment objectives or other factors, 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 on behalf of 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 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 Fund is also to be purchased 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 it may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the 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 basis so as and consistent with its fiduciary obligations to avoid any one account being preferred over any the Fund and to such other accountaccounts or companies. The Subadviser shall disclose to Fund recognizes that in some cases this procedure may adversely affect the Adviser and to size of the Trustees position obtainable for a Portfolio of the method used to allocate purchases and sales among the Subadviser's investment advisory clientsFund.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the 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 Fund. The Subadviser shall not knowingly recommend that the 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. The Subadviser shall have no obligation to acquire with respect to the Fund, a position in any investment which 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 on behalf of 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 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 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 FundFund 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 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 FundFund with respect to the Assets. The Subadviser shall have no obligation to acquire with respect to the FundAssets, a position in any investment which 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 on behalf 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 FundSubadviser 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 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, 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, 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 procedures of the Fund. The Subadviser shall not knowingly recommend that the 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. The Subadviser shall have no obligation to acquire with respect to the Fund, a position in any investment 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 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 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 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 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.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the FundFund 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 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, with respect to the Assets. The Subadviser shall have no obligation to acquire with respect to the FundAssets, a position in any investment which 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 on behalf of 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 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, 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, 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 procedures of the Fund. The Subadviser shall not knowingly recommend that the 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. The Subadviser shall have no obligation to acquire with respect to the Fund, a position in any investment 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 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 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 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 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.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the FundFund 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 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 FundFund with respect to the Assets. The Subadviser shall have no obligation to acquire with respect to the FundAssets, a position in any investment which 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 on behalf 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 FundSubadviser 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 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, 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.to

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund, 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 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 purchase, sell or retain securities it will act in conformity with the Articles of any issuer in which the Subadviser has a financial interest without obtaining prior approval Incorporation and By-Laws of the Adviser prior to the execution of Fund and 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 resolutions adopted by the FundBoard. The Subadviser shall have no obligation to acquire It is understood and agreed that EquiTrust, by virtue of a separate agreement or agreements with respect to the Fund, a position in any may also act as underwriter, distributor, transfer agent and/or shareholder service agent for the Fund, and/or perform accounting services for the Fund, and may be compensated therefor. The same securities held by the Fund may also be held by separate investment which 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 on behalf of 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 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 Fund is also to be purchased 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 it may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the 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 basis so as and consistent with its fiduciary obligations to avoid any one account being preferred over any the Fund and to such other accountaccounts or companies. The Subadviser shall disclose to Fund recognizes that in some cases this procedure may adversely affect the Adviser and to size of the Trustees position obtainable for the method used to allocate purchases and sales among the Subadviser's investment advisory clientsFund.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the "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 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. The Subadviser shall "have no obligation to acquire with respect to the Fund, a a" "position in any investment which 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 on behalf of 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 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 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" 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" "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 FundFund or any Portfolio, 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 procedures payment of the Fund. The Subadviser shall not knowingly recommend that the 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 usual and customary brokerage commissions to the execution of any such transaction. Nothing herein contained shall limit or restrict the Subadviser or any of its officerssuch parties in the proper case. It is understood and agreed that EquiTrust, affiliates by virtue of a separate agreement 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. The Subadviser shall have no obligation to acquire agreements with respect to the Fund, a position in any may also act as underwriter, distributor, transfer agent and/or shareholder service agent for the Fund and/or perform accounting services for the Fund, and may be compensated therefor. The same securities held by the Fund may also be held by separate investment which 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 on behalf of 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 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 Fund is also to be purchased 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 it may, to the extent permitted by applicable laws and regulations, but not be obligated to, aggregate the 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 basis so as and consistent with its fiduciary obligations to avoid any one account being preferred over any the Fund and to such other accountaccounts or companies. The Subadviser shall disclose to Fund recognizes that in some cases this procedure may adversely affect the Adviser and to size of the Trustees position obtainable for a Portfolio of the method used to allocate purchases and sales among the Subadviser's investment advisory clientsFund.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Fund, 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 however, shall not prohibit the payment of the usual and customary brokerage commissions to any of such parties in compliance the proper case. It is understood and agreed that Adviser, by virtue of a separate agreement with applicable law and the relevant procedures of Fund, may also act as underwriter for the Fund. The Subadviser shall not knowingly recommend that Securities held by the Fund purchase, sell may also be held by separate investment accounts or retain securities of any issuer in other investment companies for which the Subadviser has a financial interest without obtaining prior approval of Adviser may act as an adviser or by the Adviser prior to the execution or its affiliates. Because of any such transaction. Nothing herein contained shall limit different investment objectives or restrict the Subadviser or any of its officersother factors, 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. The Subadviser shall have no obligation to acquire with respect to the Fund, a position in any investment 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 on behalf of 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 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 Fund is also to be purchased 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 it may, to the extent permitted by applicable laws and regulations, but not be obligated to, aggregate the 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 basis so as and consistent with its fiduciary obligations to avoid any one account being preferred over any the Fund and to such other accountaccounts or companies. The Subadviser shall disclose to Fund recognizes that in some cases this procedure may adversely affect the Adviser and to size of the Trustees position obtainable for a Portfolio of the method used to allocate purchases and sales among the Subadviser's investment advisory clientsFund.

Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the 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 Fund. The Subadviser shall not knowingly recommend that the 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. The Subadviser shall have no obligation to acquire with respect to the Fund, a position in any investment which 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 on behalf of 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 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 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.