Common use of Broker-Dealer Selection Clause in Contracts

Broker-Dealer Selection. The Portfolio Manager is responsible for decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Portfolio Manager’s primary consideration in effecting a security transaction will be to obtain the best overall terms for the Series, taking into account the factors that include the factors it deems relevant including, but not limited to, price (including the applicable brokerage commission or dollar spread), the size and character of the order, the nature of the market for the security, the financial condition of the broker-dealer involved, the execution and settlement capabilities of the broker-dealer involved, and the execution services on a continuing basis. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Portfolio Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Portfolio Manager or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Portfolio Manager’s or its affiliate’s overall responsibilities with respect to the Series and to their other clients as to which they exercise investment discretion. To the extent consistent with these standards, the Portfolio Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Portfolio Manager if it is registered as a broker-dealer with the SEC, to its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Portfolio Manager, or an affiliate of the Portfolio Manager. Such allocation shall be in such amounts and proportions as the Portfolio Manager shall determine consistent with the above standards, and the Portfolio Manager will report on said allocation regularly to the Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Portfolio Manager Subadviser is responsible for decisions to buy and sell securities and other investments for each the Series’ ' portfolio, for broker-dealer selection, and for negotiation of brokerage commission rates. The Portfolio Manager’s Subadviser's primary consideration in effecting a security transaction will be to obtain the best overall terms execution for the Series, taking into account the factors that specified in the Prospectus and/or Statement of Additional Information for the Trust, which include the factors it deems relevant including, but not limited to, following: price (including the applicable brokerage commission or dollar spread), ; the size and character of the order, ; the nature of the market for the security; the timing of the transaction; the reputation, the experience and financial condition stability of the broker-dealer involved, ; the execution and settlement capabilities quality of the broker-dealer involvedservice; the difficulty of execution, and the execution services on capabilities and operational facilities of the firm involved; and the firm's risk in positioning a continuing basisblock of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Portfolio Manager Subadviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Portfolio Manager Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Portfolio Manager Subadviser or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Portfolio Manager’s Subadviser's or its affiliate’s 's overall responsibilities with respect to the Series and to their other clients as to which they exercise investment discretion. To the extent consistent with these standardsstandards and with the Trust's Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Portfolio Manager Subadviser is further authorized to allocate the orders placed by it on behalf of the Series to the Portfolio Manager Subadviser if it is registered as a broker-dealer with the SECCommission, to its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services services, to the Series, the Portfolio ManagerSubadviser, or an affiliate of the Portfolio ManagerSubadviser. Such allocation shall be in such amounts and proportions as the Portfolio Manager Subadviser shall determine consistent with the above standards, and the Portfolio Manager Subadviser will report on said allocation regularly to the Board of Trustees of the Trust Trust, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Portfolio Manager Sub-Adviser is responsible for authorized to make decisions to buy and sell securities and other investments investment for each Series’ the Trust's portfolio, and to select broker-dealer selection, dealers and negotiation of to negotiate brokerage commission ratesrates in effecting the Trust's investments. The Portfolio Manager’s Sub-Adviser's primary consideration in effecting a security transaction an investment on behalf of the Trust will be to obtain the best overall terms execution for the SeriesTrust, taking into account the factors that specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Adviser, which include the factors it deems relevant including, but not limited to, price (including the applicable brokerage commission or dollar spread), the size and character of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial condition stability of the broker-dealer involved, the execution and settlement capabilities quality of the broker-dealer service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the execution services on firm's risk in positioning a continuing basisblock of investment. Accordingly, the price to the Series Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Portfolio Manager Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Portfolio Manager The Sub-Adviser shall not be deemed to have acted unlawfully or to have breached receive any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a research service from any broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting or from any third party that transaction, if the Portfolio Manager or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided is paid by such broker-dealer, viewed dealer in terms return for placing trades through such broker-dealer on behalf of either the Trust. The Sub-Adviser will consult with the Adviser to ensure that particular transaction or portfolio transactions on behalf of the Portfolio Manager’s or its affiliate’s overall responsibilities with respect Trust are directed to broker-dealers on the Series and to their other clients as to which they exercise investment discretionbasis of criteria reasonably considered appropriate by the Adviser. To the extent consistent with these standards, the Portfolio Manager Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Series Trust to the Portfolio Manager if it is registered as a broker-dealer with the SEC, to its an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Portfolio Manager, or an affiliate of the Portfolio Manager. Such allocation shall be in such amounts and proportions as the Portfolio Manager Sub-Adviser shall determine consistent with the above standards, and the Portfolio Manager Sub-Adviser will report on said allocation regularly to the Trust's Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefortherefore.

Broker-Dealer Selection. The Portfolio Manager Sub-Adviser is responsible for authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission ratesrates in effecting a security transaction. The Portfolio ManagerSub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best overall terms execution for the Series, taking into account the factors that specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Manager, which may include the factors it deems relevant including, but not limited to, price (including the applicable brokerage commission or dollar spread), the size and character of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial condition stability of the broker-dealer involved, the execution and settlement capabilities quality of the broker-dealer service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and the execution services on firm’s risk in positioning a continuing basisblock of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another brokerSub-dealer if the difference is reasonably justified, in the judgment of the Portfolio Manager Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of may select a broker-dealer even if another broker-dealer offers more favorable pricing terms, if the overall portfolio execution services offeredoffered by the broker-dealer selected are determined by the Sub-Adviser to be more favorable. Subject to such policies as the Fund’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Portfolio Manager Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Portfolio Manager or its affiliate Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Portfolio ManagerSub-Adviser’s or its affiliatethe Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Portfolio Manager Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the a Series to the Portfolio Manager Sub-Adviser if it is registered as a broker-dealer with the SEC, to its an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Portfolio ManagerSub-Adviser, or an affiliate of the Portfolio ManagerSub-Adviser. Such allocation shall be in such amounts and proportions as the Portfolio Manager Sub-Adviser shall determine consistent with the above standards, and the Portfolio Manager Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Portfolio Manager is responsible for decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Portfolio Manager’s 's primary consideration in effecting a security transaction will be to obtain the best overall terms for the Series, taking into account the factors that include the factors it deems relevant including, but not limited to, price (including the applicable brokerage commission or dollar spread), the size and character of the order, the nature of the market for the security, the financial condition of the broker-dealer involved, the execution and settlement capabilities of the broker-dealer involved, and the execution services on a continuing basis. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Portfolio Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Portfolio Manager or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Portfolio Manager’s 's or its affiliate’s 's overall responsibilities with respect to the Series and to their other clients as to which they exercise investment discretion. To the extent consistent with these standards, the Portfolio Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Portfolio Manager if it is registered as a broker-dealer with the SEC, to its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Portfolio Manager, or an affiliate of the Portfolio Manager. Such allocation shall be in such amounts and proportions as the Portfolio Manager shall determine consistent with the above standards, and the Portfolio Manager will report on said allocation regularly to the Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Portfolio Manager Sub-Adviser is responsible for authorized to make decisions to buy and sell securities and other investments for each the Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission ratesrates in effecting a security transaction. The Portfolio ManagerSub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best overall terms execution for the Series, taking into account the factors that include Affiliated Service Provider’s primary consideration in effecting a transaction will be to obtain the factors it deems relevant includingbest execution for the Fund(s), but not limited todetermined in consultation with the Manager, which will generally include, among other factors, price and costs (including the applicable brokerage commission or dollar spread), the size and character nature of the order, and the nature speed and likelihood of the market for the security, the financial condition of the broker-dealer involved, the execution and settlement capabilities of the broker-dealer involved, and the execution services on a continuing basissettlement. Accordingly, the price to the a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Portfolio Manager Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees Directors or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Portfolio Manager Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Portfolio Manager or its affiliate Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Portfolio ManagerSub-Adviser’s or its affiliatethe Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers that participate in commission recapture programs benefiting the Fund, provided that neither the Sub-Adviser nor the Manager will direct brokerage in recognition of the sale of Fund shares. To the extent consistent with these standards, the Portfolio Manager Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the a Series to the Portfolio Manager Sub-Adviser if it is registered as a broker-dealer with the SEC, to its an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Portfolio ManagerSub-Adviser, or an affiliate of the Portfolio ManagerSub-Adviser. Such allocation shall be in such amounts and proportions as the Portfolio Manager Sub-Adviser shall determine consistent with the above standards, and the Portfolio Manager Sub-Adviser will report on said allocation regularly monthly to the Fund’s Board of Trustees of the Trust Directors indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Portfolio Manager Subadvisor is responsible for decisions to buy and sell securities and other investments for each the Series’ portfolioAllocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates. The Portfolio ManagerSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best overall terms execution for the Series, taking into account the factors that specified in the then current Prospectus and/or Statement of Additional Information for the Trust, which include the factors it deems relevant including, but not limited to, following: price (including the applicable brokerage commission or dollar spread), ; the size and character of the order, ; the nature of the market for the security; the timing of the transaction; the reputation, the experience and financial condition stability of the broker-dealer involved, ; the execution and settlement capabilities quality of the broker-dealer involvedservice; the difficulty of execution, and the execution services on capabilities and operational facilities of the firm involved; and the firm’s risk in positioning a continuing basisblock of securities. Accordingly, the price to the Series Series’ Allocated Assets in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Portfolio Manager Subadvisor in the exercise of its fiduciary obligations to the TrustSeries, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Portfolio Manager rules and interpretations of the SEC thereunder, the Subadvisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Portfolio Manager Subadvisor or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Portfolio ManagerSubadvisor’s or its affiliate’s overall responsibilities with respect to the Series and to their other clients as to which they exercise investment discretion. To the extent consistent with these standardsstandards and the Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Portfolio Manager Subadvisor is further authorized to allocate the orders placed by it on behalf of the Series to (i) the Portfolio Manager Subadvisor if it is registered as a broker-dealer with the SEC, to (ii) its affiliated broker-dealer, or to (iii) such brokers and dealers who also provide research or research, statistical material, material or other services to the Series, the Portfolio Manager, Subadvisor or an affiliate of the Portfolio ManagerSubadvisor. Such allocation shall be in such amounts and proportions as the Portfolio Manager Subadvisor shall determine consistent with the above standards, standards and the Portfolio Manager Subadvisor will report on said allocation regularly to the Board of Trustees of the Trust Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Portfolio Manager Sub-Adviser is responsible for decisions to buy and sell securities and other investments for each Series’ portfoliothe Divisions, broker-dealer and futures commission merchant selection, and negotiation of brokerage commission and futures commission merchants' rates. The Portfolio Manager’s primary consideration As a general matter, in effecting a security transaction will be to obtain executing portfolio transactions the Sub-Adviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Sub-Adviser's best overall terms for judgment, provide prompt and reliable execution of the Seriestransactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, taking into account the factors that include the factors it deems Sub-Adviser shall consider all relevant includingfactors, but not limited to, including price (including the applicable brokerage commission, dealer spread or futures commission or dollar spreadmerchant rate), the size and character of the order, the nature of the market for the securitysecurity or other investment, the timing of the transaction, the reputation, experience and financial condition stability of the broker-dealer or futures commission merchant involved, the execution and settlement capabilities quality of the broker-dealer involvedservice, the difficulty of execution, and the execution services on a continuing basis. Accordinglycapabilities and operational facilities of the firm involved, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justifiedand, in the judgment case of securities, the Portfolio Manager firm's risk in the exercise positioning a block of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offeredsecurities. Subject to such policies as the Board of Trustees Managers may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Portfolio Manager 1934 ACT), the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its the Sub-Adviser's having caused the Series Divisions to pay a broker-member of an exchange, broker or dealer an amount of commission for effecting a portfolio investment securities transaction in excess of the amount of commission another broker-member of an exchange, broker or dealer would have charged for effecting that transaction, if the Portfolio Manager or its affiliate Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-member of an exchange, broker or dealer, viewed in terms of either that particular transaction or the Portfolio Manager’s or its affiliate’s Sub-Adviser's overall responsibilities with respect to the Series Divisions and to their the Sub-Adviser's other clients as to which they exercise the Sub-Adviser exercises investment discretion. To In accordance with Section 11(a) of the extent consistent with these standards1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the 1940 Act and Rule 17e-1 thereunder, the Portfolio Sub-Adviser may engage its affiliates, Manager is further authorized to allocate the orders placed by it on behalf of the Series and its affiliates or any other sub-adviser to the Portfolio Manager if it is registered Separate Account and its respective affiliates as a broker-dealer with the SEC, to its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Portfolio Manager, or an affiliate of the Portfolio Manager. Such allocation shall be in such amounts and proportions as the Portfolio Manager shall determine consistent with the above standards, and the Portfolio Manager will report on said allocation regularly to the Board of Trustees of the Trust indicating the broker-dealers or futures commission merchants to which such allocations have been made effect portfolio transactions in securities and other investments for the basis thereforDivisions.

Broker-Dealer Selection. The Portfolio Manager is responsible for decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Portfolio Manager’s 's primary consideration in effecting a security transaction will be to obtain the best overall terms for the Series, taking into account the factors that include the factors it deems relevant including, but not limited to, price (including the applicable brokerage commission or dollar spread), the size and character of the order, the nature of the market for the security, the financial condition of the broker-broker- dealer involved, the execution and settlement capabilities of the broker-dealer involved, and the execution services on a continuing basis. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Portfolio Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-broker- dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Portfolio Manager or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Portfolio Manager’s 's or its affiliate’s 's overall responsibilities with respect to the Series and to their other clients as to which they exercise investment discretion. To the extent consistent with these standards, the Portfolio Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Portfolio Manager if it is registered as a broker-dealer with the SEC, to its affiliated broker-broker- dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Portfolio Manager, or an affiliate of the Portfolio Manager. Such allocation shall be in such amounts and proportions as the Portfolio Manager shall determine consistent with the above standards, and the Portfolio Manager will report on said allocation regularly to the Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Portfolio Manager Subadvisor is responsible for decisions to buy and sell securities and other investments for each the Series’ portfolio, for broker-dealer selection, and for negotiation of brokerage commission rates. The Portfolio ManagerSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best overall terms execution for the Series, taking into account the factors that specified in the Prospectus and/or Statement of Additional Information for the Trust, which include the factors it deems relevant including, but not limited to, following: price (including the applicable brokerage commission or dollar spread), ; the size and character of the order, ; the nature of the market for the security; the timing of the transaction; the reputation, the experience and financial condition stability of the broker-dealer involved, ; the execution and settlement capabilities quality of the broker-dealer involvedservice; the difficulty of execution, and the execution services on capabilities and operational facilities of the firm involved; and the firm’s risk in positioning a continuing basisblock of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Portfolio Manager Subadvisor in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Portfolio Manager Subadvisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Portfolio Manager Subadvisor or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Portfolio ManagerSubadvisor’s or its affiliate’s overall responsibilities with respect to the Series and to their other clients as to which they exercise investment discretion. To the extent consistent with these standardsstandards and with the Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Portfolio Manager Subadvisor is further authorized to allocate the orders placed by it on behalf of the Series to the Portfolio Manager Subadvisor if it is registered as a broker-dealer with the SECCommission, to its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services services, to the Series, the Portfolio ManagerSubadvisor, or an affiliate of the Portfolio ManagerSubadvisor. Such allocation shall be in such amounts and proportions as the Portfolio Manager Subadvisor shall determine consistent with the above standards, and the Portfolio Manager Subadvisor will report on said allocation regularly to the Board of Trustees of the Trust Trust, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Portfolio Manager Sub-Adviser is responsible for authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission ratesrates in effecting a security transaction. The Portfolio ManagerSub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best overall terms execution for the Series, taking into account the factors that specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include the factors it deems relevant including, but not limited to, price (including the applicable brokerage commission or dollar spread), the size and character of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial condition stability of the broker-dealer involved, the execution and settlement capabilities quality of the broker-dealer service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the execution services on firm’s risk in positioning a continuing basisblock of securities. Accordingly, the price to the a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Portfolio Manager Sub-Adviser in the exercise of its fiduciary obligations to the Trust, on behalf of a Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Portfolio Manager Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Series to pay a broker-broker- dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Portfolio Manager or its affiliate Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Portfolio ManagerSub-Adviser’s or its affiliatethe Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Portfolio Manager Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the a Series to the Portfolio Manager Sub-Adviser if it is registered as a broker-dealer with the SEC, to its an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Portfolio ManagerSub-Adviser, or an affiliate of the Portfolio ManagerSub-Adviser. Such allocation shall be in such amounts and proportions as the Portfolio Manager Sub-Adviser shall determine consistent with the above standards, and the Portfolio Manager Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Portfolio Manager Sub-Adviser is responsible for authorized to make decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission ratesrates in effecting a security transaction. The Portfolio Manager’s Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best overall terms execution for the Series, taking into account the factors that specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Manager, as well as Sub-Adviser's own Best Execution Policy which include the factors it deems relevant including, but not limited to, price (including the applicable brokerage commission or dollar spread), the size and character of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial condition stability of the broker-dealer involved, the execution and settlement capabilities quality of the broker-dealer service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the execution services on firm's risk in positioning a continuing basisblock of securities. Accordingly, the price to the a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Portfolio Manager Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund's Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Portfolio Manager Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Portfolio Manager or its affiliate Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Portfolio Sub-Adviser's or the Manager’s or its affiliate’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Portfolio Manager Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the a Series to the Portfolio Manager Sub-Adviser if it is registered as a broker-dealer with the SEC, to its an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Portfolio ManagerSub-Adviser, or an affiliate of the Portfolio ManagerSub-Adviser. Such allocation shall be in such amounts and proportions as the Portfolio Manager Sub-Adviser shall determine consistent with the above standards, and the Portfolio Manager Sub-Adviser will report on said allocation regularly to the Fund's Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor. The Manager acknowledges and agrees that the Sub-Adviser may aggregate orders for the Series with orders for the same security or instrument for other accounts, both proprietary and for other clients, where such aggregation is feasible, including to satisfy minimum block trade size or cap size requirements under applicable U.S. Commodity Futures Trading Commission rules and interpretations. The Sub-Adviser shall allocate such aggregated trades in accordance with the Sub-Adviser's allocation policies, as described in the Sub-Adviser's Form ADV Part II, as such may be amended from time to time.

Broker-Dealer Selection. The Portfolio Manager Subadvisor is responsible for decisions to buy and sell securities and other investments for each the Series’ ' portfolio, for broker-dealer selection, and for negotiation of brokerage commission rates. The Portfolio Manager’s Subadvisor's primary consideration in effecting a security transaction will be to obtain the best overall terms execution for the Series, taking into account the factors that specified in the Prospectus and/or Statement of Additional Information for the Trust, which include the factors it deems relevant including, but not limited to, following: price (including the applicable brokerage commission or dollar spread), ; the size and character of the order, ; the nature of the market for the security; the timing of the transaction; the reputation, the experience and financial condition stability of the broker-dealer involved, ; the execution and settlement capabilities quality of the broker-dealer involvedservice; the difficulty of execution, and the execution services on capabilities and operational facilities of the firm involved; and the firm's risk in positioning a continuing basisblock of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Portfolio Manager Subadvisor in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Portfolio Manager Subadvisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Portfolio Manager Subadvisor or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Portfolio Manager’s Subadvisor's or its affiliate’s 's overall responsibilities with respect to the Series and to their other clients as to which they exercise investment discretion. To the extent consistent with these standardsstandards and with the Trust's Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Portfolio Manager Subadvisor is further authorized to allocate the orders placed by it on behalf of the Series to the Portfolio Manager Subadvisor if it is registered as a broker-dealer with the SECCommission, to its affiliated broker-broker- dealer, or to such brokers and dealers who also provide research or statistical material, or other services services, to the Series, the Portfolio ManagerSubadvisor, or an affiliate of the Portfolio ManagerSubadvisor. Such allocation shall be in such amounts and proportions as the Portfolio Manager Subadvisor shall determine consistent with the above standards, and the Portfolio Manager Subadvisor will report on said allocation regularly to the Board of Trustees of the Trust Trust, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Portfolio Manager Sub-Adviser is responsible for decisions to buy and sell securities and other investments for each Series’ portfoliothe Portfolio's, broker-dealer and futures commission merchant selection, and negotiation of brokerage commission and futures commission merchants' rates. The Portfolio Manager’s primary consideration As a general matter, in effecting a security transaction will be to obtain executing portfolio transactions the Sub-Adviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Sub-Adviser's best overall terms for judgment, provide prompt and reliable execution of the Seriestransactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, taking into account the factors that include the factors it deems Sub-Adviser shall consider all relevant includingfactors, but not limited to, including price (including the applicable brokerage commission, dealer spread or futures commission or dollar spreadmerchant rate), the size and character of the order, the nature of the market for the securitysecurity or other investment, the timing of the transaction, the reputation, experience and financial condition stability of the broker-dealer or futures commission merchant involved, the execution and settlement capabilities quality of the broker-dealer involvedservice, the difficulty of execution, and the execution services on a continuing basis. Accordinglycapabilities and operational facilities of the firm involved, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justifiedand, in the judgment case of securities, the Portfolio Manager firm's risk in the exercise positioning a block of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offeredsecurities. Subject to such policies as the Board of Trustees Managers may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Portfolio Manager 1934 ACT), the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its the Sub-Adviser's having caused the Series Portfolios to pay a broker-member of an exchange, broker or dealer an amount of commission for effecting a portfolio investment securities transaction in excess of the amount of commission another broker-member of an exchange, broker or dealer would have charged for effecting that transaction, if the Portfolio Manager or its affiliate Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-member of an exchange, broker or dealer, viewed in terms of either that particular transaction or the Portfolio Manager’s or its affiliate’s Sub-Adviser's overall responsibilities with respect to the Series Portfolios and to their the Sub-Adviser's other clients as to which they exercise the Sub-Adviser exercises investment discretion. To In accordance with Section 11(a) of the extent consistent with these standards1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the 1940 Act and Rule 17e-1 thereunder, the Portfolio Sub-Adviser may engage its affiliates, Manager is further authorized to allocate the orders placed by it on behalf of the Series and its affiliates or any other sub-adviser to the Portfolio Manager if it is registered Fund and its respective affiliates as a broker-dealer with the SEC, to its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Portfolio Manager, or an affiliate of the Portfolio Manager. Such allocation shall be in such amounts and proportions as the Portfolio Manager shall determine consistent with the above standards, and the Portfolio Manager will report on said allocation regularly to the Board of Trustees of the Trust indicating the broker-dealers or futures commission merchants to which such allocations have been made effect portfolio transactions in securities and other investments for the basis thereforPortfolios.

Broker-Dealer Selection. The Portfolio Manager Sub-Adviser is responsible for decisions to buy and sell securities and other investments for each Series’ portfoliothe Divisions, broker-dealer and futures commission merchant selection, and negotiation of brokerage commission and futures commission merchants' rates. The Portfolio Manager’s primary consideration As a general matter, in effecting a security transaction will be to obtain executing portfolio transactions the Sub-Adviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Sub-Adviser's best overall terms for judgment, provide prompt and reliable execution of the Seriestransactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, taking into account the factors that include the factors it deems Sub-Adviser shall consider all relevant includingfactors, but not limited to, including price (including the applicable brokerage commission, dealer spread or futures commission or dollar spreadmerchant rate), the size and character of the order, the nature of the market for the securitysecurity or other investment, the timing of the transaction, the reputation, experience and financial condition stability of the broker-dealer or futures commission merchant involved, the execution and settlement capabilities quality of the broker-dealer involvedservice, the difficulty of execution, and the execution services on a continuing basis. Accordinglycapabilities and operational facilities of the firm involved, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justifiedand, in the judgment case of securities, the Portfolio Manager firm's risk in the exercise positioning a block of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offeredsecurities. Subject to such policies as the Board of Trustees Managers may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Portfolio Manager 1934 ACT), the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its the Sub-Adviser's having caused the Series Divisions to pay a broker-member of an exchange, broker or dealer an amount of commission for effecting a portfolio investment securities transaction in excess of the amount of commission another broker-member of an exchange, broker or dealer would have charged for effecting that transaction, if the Portfolio Manager or its affiliate Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-member of an exchange, broker or dealer, viewed in terms of either that particular transaction or the Portfolio Manager’s or its affiliate’s Sub-Adviser's overall responsibilities with respect to the Series Divisions and to their the Sub-Adviser's other clients as to which they exercise the Sub-Adviser exercises investment discretion. To In accordance with Section 11(a) of the extent consistent with these standards1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the 1940 Act and Rule 17e-1 thereunder, the Portfolio Sub-Adviser may engage its affiliates, Manager is further authorized to allocate the orders placed by it on behalf of the Series and its affiliates or any other sub-adviser to the Portfolio Manager if it is registered Fund and its respective affiliates as a broker-dealer with the SEC, to its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Portfolio Manager, or an affiliate of the Portfolio Manager. Such allocation shall be in such amounts and proportions as the Portfolio Manager shall determine consistent with the above standards, and the Portfolio Manager will report on said allocation regularly to the Board of Trustees of the Trust indicating the broker-dealers or futures commission merchants to which such allocations have been made effect portfolio transactions in securities and other investments for the basis thereforDivisions.

Broker-Dealer Selection. The Portfolio Manager Subadvisor is responsible for decisions to buy and sell securities and other investments for each the Series’ portfolioAllocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates. The Portfolio ManagerSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best overall terms execution for the Series, taking into account the factors that include specified in the factors it deems relevant including, but not limited to, price (including the applicable brokerage commission or dollar spread), the size and character Prospectus and/or Statement of the order, the nature of the market Additional Information for the security, the financial condition of the broker-dealer involved, the execution and settlement capabilities of the broker-dealer involved, and the execution services on a continuing basisTrust. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Portfolio Manager Subadvisor in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Portfolio Manager rules and interpretations of the SEC thereunder, the Subadvisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Portfolio Manager Subadvisor or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Portfolio ManagerSubadvisor’s or its affiliate’s overall responsibilities with respect to the Series and to their other clients as to which they exercise investment discretion. To the extent consistent with these standardsstandards and the Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Portfolio Manager Subadvisor is further authorized to allocate the orders placed by it on behalf of the Series to the Portfolio Manager (i) Subadvisor if it is registered as a broker-dealer with the SEC, to (ii) its affiliated broker-dealer, or to (iii) such brokers and dealers who also provide research or research, statistical material, material or other services to the Series, the Portfolio Manager, Subadvisor or an affiliate of the Portfolio ManagerSubadvisor. Such allocation shall be in such amounts and proportions as the Portfolio Manager Subadvisor shall determine consistent with the above standards, standards and the Portfolio Manager Subadvisor will report on said allocation regularly to the Board of Trustees of the Trust Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Portfolio Manager Sub-Sub-Adviser is responsible for authorized to make decisions to buy and sell securities and other investments for each Series’ the Portfolio's portfolio, broker-dealer selection, and negotiation of brokerage commission ratesrates in effecting a security transaction. The Portfolio Manager’s Sub-Sub­ Adviser's primary consideration in effecting a security transaction will be to obtain the best overall terms execution for the SeriesPortfolio, taking into account the factors that specified in the prospectus and/or statement of additional information for the Portfolio, and determined in consultation with the Sub­ Adviser, which include the factors it deems relevant including, but not limited to, price (including the applicable brokerage commission or dollar spread), the size and character of the order, the nature of the market for the security, the financial condition timing of the broker-transaction, the reputation, the experience and financial stability of the broker- dealer involved, the execution and settlement capabilities quality of the broker-dealer service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the execution services on firm's risk in positioning a continuing basisblock of securities. Accordingly, the price to the Series Portfolio in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Portfolio Manager Sub-Sub-Adviser in the exercise of its fiduciary obligations to the TrustPortfolio, by other aspects of the portfolio execution services offered. Subject to such policies as the Portfolio's Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Portfolio Manager Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series Portfolio to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Portfolio Manager or its affiliate Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Portfolio Manager’s Sub-Sub-Adviser's or its affiliate’s the Sub-Adviser's overall responsibilities with respect to the Series Portfolio and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Portfolio are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Portfolio Manager Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Series Portfolio to the Portfolio Manager Sub-Sub-Adviser if it is registered as a broker-dealer with the SEC, to its an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the SeriesPortfolio, the Portfolio ManagerSub-Sub-Adviser, or an affiliate of the Portfolio ManagerSub-Sub­ Adviser. Such allocation shall be in such amounts and proportions as the Portfolio Manager Sub-Sub-Adviser shall determine consistent with the above standards, and the Portfolio Manager Sub-Sub-Adviser will report on said allocation regularly to the Portfolio's Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Portfolio Manager Sub-Adviser is responsible for authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission ratesrates in effecting a security transaction. The Portfolio ManagerSub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best overall terms execution for the Series, taking into account the factors that specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Manager, as well as Sub-Adviser’s own Best Execution Policy which include the factors it deems relevant including, but not limited to, price (including the applicable brokerage commission or dollar spread), the size and character of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial condition stability of the broker-dealer involved, the execution and settlement capabilities quality of the broker-dealer service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the execution services on firm’s risk in positioning a continuing basisblock of securities. Accordingly, the price to the a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Portfolio Manager Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Portfolio Manager Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Portfolio Manager or its affiliate Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Portfolio ManagerSub-Adviser’s or its affiliatethe Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Portfolio Manager Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the a Series to the Portfolio Manager Sub-Adviser if it is registered as a broker-dealer with the SEC, to its an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Portfolio ManagerSub-Adviser, or an affiliate of the Portfolio ManagerSub-Adviser. Such allocation shall be in such amounts and proportions as the Portfolio Manager Sub-Adviser shall determine consistent with the above standards, and the Portfolio Manager Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor. The Manager acknowledges and agrees that the Sub-Adviser may aggregate orders for the Series with orders for the same security or instrument for other accounts, both proprietary and for other clients, where such aggregation is feasible, including to satisfy minimum block trade size or cap size requirements under applicable U.S. Commodity Futures Trading Commission rules and interpretations. The Sub-Adviser shall allocate such aggregated trades in accordance with the Sub-Adviser’s allocation policies, as described in the Sub-Adviser’s Form ADV Part II, as such may be amended from time to time.

Broker-Dealer Selection. The Portfolio Manager Subadvisor is responsible for decisions to buy and sell securities and other investments for each the Series’ ' portfolio, for broker-dealer selection, and for negotiation of brokerage commission rates. The Portfolio Manager’s Subadvisor's primary consideration in effecting a security transaction will be to obtain the best overall terms execution for the Series, taking into account the factors that specified in the Prospectus and/or Statement of Additional Information for the Trust, which include the factors it deems relevant including, but not limited to, following: price (including the applicable brokerage commission or dollar spread), ; the size and character of the order, ; the nature of the market for the security; the timing of the transaction; the reputation, the experience and financial condition stability of the broker-dealer involved, ; the execution and settlement capabilities quality of the broker-dealer involvedservice; the difficulty of execution, and the execution services on capabilities and operational facilities of the firm involved; and the firm's risk in positioning a continuing basisblock of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Portfolio Manager Subadvisor in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Portfolio Manager Subadvisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Portfolio Manager Subadvisor or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Portfolio Manager’s Subadvisor's or its affiliate’s 's overall responsibilities with respect to the Series and to their other clients as to which they exercise investment discretion. To the extent consistent with these standardsstandards and with the Trust's Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Portfolio Manager Subadvisor is further authorized to allocate the orders placed by it on behalf of the Series to the Portfolio Manager Subadvisor if it is registered as a broker-dealer with the SECCommission, to its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services services, to the Series, the Portfolio ManagerSubadvisor, or an affiliate of the Portfolio ManagerSubadvisor. Such allocation shall be in such amounts and proportions as the Portfolio Manager Subadvisor shall determine consistent with the above standards, and the Portfolio Manager Subadvisor will report on said allocation regularly to the Board of Trustees of the Trust Trust, indicating the broker-dealers to which such allocations have been made and the basis therefor.