Common use of Brokerage Clause in Contracts

Brokerage. A. The Subadviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable) to obtain best execution at competitive commission rates; provided that, on behalf of each Fund, the Subadviser or the Affiliated Trading Desk, as applicable, may, in its discretion and consistent with its fiduciary duty, agree to pay a broker-dealer that furnishes brokerage, execution or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser or the Affiliated Trading Desk, as applicable determines in good faith that such commission is reasonable in relation to the brokerage, execution and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Subadviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Subadviser, the Subadviser or the Affiliated Trading Desk, as applicable, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk in the manner the Subadviser or the Affiliated Trading Desk considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients.

Brokerage. A. The Subadviser Sub-adviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable) to obtain best execution at competitive commission rates; provided that, on behalf of each Fund, the Subadviser Sub-adviser or the Affiliated Trading Desk, as applicable, may, in its discretion and consistent with its fiduciary duty, agree to pay a broker-dealer that furnishes brokerage, execution or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser Sub-adviser or the Affiliated Trading Desk, as applicable applicable, determines in good faith that such commission is reasonable in relation to the brokerage, execution and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser Sub-adviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the SubadviserSub-adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. On occasions when the Subadviser Sub-adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the SubadviserSub-adviser, the Subadviser Sub-adviser or the Affiliated Trading Desk, as applicable, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser Sub-adviser or the Affiliated Trading Desk Desk, as applicable, in the manner the Subadviser Sub-adviser or the Affiliated Trading Desk Desk, as applicable, considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients.

Brokerage. A. The Subadviser agrees thatAdviser is authorized, in placing orders with broker-dealers for subject to the purchase or sale supervision of portfolio securitiesthe Trust’s Board of Trustees, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable1) to obtain best execution at competitive commission rates; provided that, establish and maintain accounts on behalf of each FundFund with, and to place orders for the purchase and sale of assets not allocated to a Subadviser, with or through, such persons, brokers or dealers (“brokers”) as the Adviser may select, and (2) to negotiate commissions to be paid on such transactions. In the selection of such brokers and the placing of such orders, the Subadviser or Adviser shall seek to obtain for a Fund the Affiliated Trading Deskmost favorable price and execution available, except to the extent the Adviser may be permitted to pay higher brokerage commissions for brokerage and research services, as applicableprovided below. In using its reasonable efforts to obtain for a Fund the most favorable price and execution available, maythe Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the nature of the market for the security, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the broker involved, and the quality of service rendered by the broker in other transactions. Subject to such policies as the Trustees may determine, the 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 discretion and consistent with its fiduciary duty, agree having caused a Fund to pay a broker-dealer broker that furnishes brokerage, execution or provides brokerage and research services as such services are defined under (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher amended) to the Adviser an amount of commission than that which might have been charged by another broker-dealer for effecting a Fund’s investment transaction that is in excess of the same transactionsamount of commission that another broker would have charged for effecting that transaction, if if, but only if, the Subadviser or the Affiliated Trading Desk, as applicable Adviser determines in good faith that such commission is was reasonable in relation to the brokerage, execution value of the brokerage and research services provided by the broker-such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser Adviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Subadviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunderdiscretion. It is understood recognized that the services provided by such brokers may be useful to the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. Adviser in connection with the Adviser’s services to other clients. On occasions when the Subadviser Adviser deems the purchase or sale of a security to be in the best interest interests of a Fund as well as other clients of the SubadviserAdviser, the Subadviser or the Affiliated Trading Desk, as applicableAdviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased or sold to attempt in order to obtain a more the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased sold or soldpurchased, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk Adviser in the manner the Subadviser or the Affiliated Trading Desk Adviser considers to be the most equitable and consistent with its fiduciary obligations to the each Fund and to its such other clients.

Brokerage. A. The Subadviser agrees thatAdviser is authorized, in placing orders with broker-dealers for subject to the purchase or sale supervision of portfolio securitiesthe Trust's Board of Trustees, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable1) to obtain best execution at competitive commission rates; provided that, establish and maintain accounts on behalf of each FundFund with, and to place orders for the purchase and sale of assets not allocated to a Subadviser, with or through, such persons, brokers or dealers ("brokers") as the Adviser may select; and (2) to negotiate commissions to be paid on such transactions. In the selection of such brokers and the placing of such orders, the Subadviser or Adviser shall seek to obtain for a Fund the Affiliated Trading Deskmost favorable price and execution available, except to the extent the Adviser may be permitted to pay higher brokerage commissions for brokerage and research services, as applicableprovided below. In using its reasonable efforts to obtain for a Fund the most favorable price and execution available, maythe Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the nature of the market for the security, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the broker involved, and the quality of service rendered by the broker in other transactions. Subject to such policies as the Trustees may determine, the 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 discretion and consistent with its fiduciary duty, agree having caused a Fund to pay a broker-dealer broker that furnishes brokerage, execution or provides brokerage and research services as such services are defined under (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher amended) to the Adviser an amount of commission than that which might have been charged by another broker-dealer for effecting a Fund investment transaction that is in excess of the same transactionsamount of commission that another broker would have charged for effecting that transaction, if if, but only if, the Subadviser or the Affiliated Trading Desk, as applicable Adviser determines in good faith that such commission is was reasonable in relation to the brokerage, execution value of the brokerage and research services provided by the broker-such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser Adviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Subadviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunderdiscretion. It is understood recognized that the services provided by such brokers may be useful to the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. Adviser in connection with the Adviser's services to other clients. On occasions when the Subadviser Adviser deems the purchase or sale of a security to be in the best interest interests of a Fund as well as other clients of the SubadviserAdviser, the Subadviser or the Affiliated Trading Desk, as applicableAdviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased or sold to attempt in order to obtain a more the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased sold or soldpurchased, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk Adviser in the manner the Subadviser or the Affiliated Trading Desk Adviser considers to be the most equitable and consistent with its fiduciary obligations to the each Fund and to its such other clients.

Brokerage. A. The Subadviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable) to obtain best quality execution at competitive commission ratesfavorable security prices; provided that, on behalf of each Fund, the Subadviser or the Affiliated Trading Desk, as applicable, may, in its discretion and consistent with its fiduciary dutydiscretion, agree to pay a broker-dealer that furnishes brokerage, execution or research brokerage services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser or the Affiliated Trading Desk, as applicable determines in good faith that such commission is reasonable in relation to the brokerage, execution and research brokerage services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Subadviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Subadviser, the Subadviser or the Affiliated Trading Desk, as applicable, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk in the manner the Subadviser or the Affiliated Trading Desk considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients.

Brokerage. A. The Subadviser agrees thatAdviser is authorized, in placing orders with broker-dealers for subject to the purchase or sale supervision of portfolio securitiesthe Trust's Board of Trustees, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable1) to obtain best execution at competitive commission rates; provided that, establish and maintain accounts on behalf of each FundFund with, and to place orders for the purchase and sale of assets not allocated to a Subadviser, with or through, such persons, brokers or dealers ("Brokers") as Adviser may select; and (2) to negotiate commissions to be paid on such transactions. In the selection of such Brokers and the placing of such orders, the Subadviser or Adviser shall seek to obtain for a Fund the Affiliated Trading Deskmost favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services, as applicableprovided below. In using its reasonable efforts to obtain for a Fund the most favorable price and execution available, maythe Adviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including price, the size of the transaction, the nature of the market for the security, the amount of the commission, if any, the timing of the transaction, market prices and trends, the reputation, experience and financial stability of the Broker involved, and the quality of service rendered by the Broker in other transactions. Subject to such policies as the Trustees may determine, the 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 discretion and consistent with its fiduciary duty, agree having caused a Fund to pay a broker-dealer Broker that furnishes brokerage, execution or provides brokerage and research services as such services are defined under (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher amended) to the Adviser an amount of commission than that which might have been charged by another broker-dealer for effecting a Fund investment transaction that is in excess of the same transactionsamount of commission that another broker would have charged for effecting that transaction if, if but only if, the Subadviser or the Affiliated Trading Desk, as applicable Adviser determines in good faith that such commission is was reasonable in relation to the brokerage, execution value of the brokerage and research services provided by the broker-such Broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser Adviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Subadviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunderdiscretion. It is understood recognized that the services provided by such Brokers may be useful to the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. Adviser in connection with the Adviser's services to other clients. On occasions when the Subadviser Adviser deems the purchase or sale of a security to be in the best interest interests of a Fund as well as other clients of the SubadviserAdviser, the Subadviser or the Affiliated Trading Desk, as applicableAdviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased or sold to attempt in order to obtain a more the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased sold or soldpurchased, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk Adviser in the manner the Subadviser or the Affiliated Trading Desk Adviser considers to be the most equitable and consistent with its fiduciary obligations to the each Fund and to its such other clients.

Brokerage. A. The Subadviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable) to obtain best execution at competitive commission rates; provided that, on behalf of each the Fund, the Subadviser or the Affiliated Trading Desk, as applicable, may, in its discretion and consistent with its fiduciary duty, agree to pay a broker-dealer that furnishes brokerage, execution or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser or the Affiliated Trading Desk, as applicable determines in good faith that such commission is reasonable in relation to the brokerage, execution and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Subadviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clients of the Subadviser, the Subadviser or the Affiliated Trading Desk, as applicable, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk in the manner the Subadviser or the Affiliated Trading Desk considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients.

Brokerage. A. The Subadviser Sub-Adviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable) to obtain best quality execution at competitive commission ratesfavorable security prices (best price and execution); provided that, on behalf of each the Fund, the Subadviser or the Affiliated Trading Desk, as applicable, Sub-Adviser may, in its discretion and consistent with its fiduciary dutydiscretion, agree to pay a broker-dealer that furnishes brokerage, execution brokerage or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“"1934 Act”"), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser or the Affiliated Trading Desk, as applicable Sub-Adviser determines in good faith that such commission is reasonable in relation to the brokerage, execution brokerage and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser Sub-Adviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). The Sub-Adviser and other clients advised by Sub-Adviser may benefit from any research and information received from broker-dealers selected in connection with the Fund. Consistent with its best execution responsibilities stated herein, Sub-Adviser may also consider the ability of the broker or dealer to provide client referrals as a factor in brokerage selection. In no instance will portfolio securities be purchased from or sold to the SubadviserSub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules rule and regulations thereunder. It is understood by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. On occasions when the Subadviser Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Fund, as well as other clients of the SubadviserSub-Adviser, the Subadviser or the Affiliated Trading Desk, as applicableSub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk Sub-Adviser in the manner the Subadviser or the Affiliated Trading Desk Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients. C. In addition to the foregoing, the Sub-Adviser agrees that orders with broker-dealers for the purchase or sale of portfolio securities by the Fund shall be placed in accordance with the standards set forth in the Advisory Agreement.

Brokerage. A. The Subadviser Sub-Adviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable) to obtain best quality execution at competitive commission ratesfavorable security prices (best price and execution); provided that, on behalf of each the Fund, the Subadviser or the Affiliated Trading Desk, as applicable, Sub-Adviser may, in its discretion and consistent with its fiduciary dutydiscretion, agree to pay a broker-dealer that furnishes brokerage, execution brokerage or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“"1934 Act”"), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser or the Affiliated Trading Desk, as applicable Sub-Adviser determines in good faith that such commission is reasonable in relation to the brokerage, execution brokerage and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser Sub-Adviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). Pursuant to such factors, the Sub-Adviser may utilize one or more of its affiliates as broker for transactions for the Portfolios. In no instance will portfolio securities be purchased from or sold to the SubadviserSub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. On occasions when the Subadviser Sub-Adviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clients of the SubadviserSub-Adviser, the Subadviser or the Affiliated Trading Desk, as applicableSub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk Sub-Adviser in the manner the Subadviser or the Affiliated Trading Desk Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients. C. In addition to the foregoing, the Sub-Adviser agrees that orders with broker-dealers for the purchase or sale of portfolio securities by the Portfolios shall be placed in accordance with the standards set forth in the Advisory Agreement.

Brokerage. A. The Subadviser Sub-Adviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable) to obtain best quality execution at competitive commission ratesfavorable security prices (best price and execution); provided that, on behalf of each Fundthe Portfolio, the Subadviser or the Affiliated Trading Desk, as applicable, Sub-Adviser may, in its discretion and consistent with its fiduciary dutydiscretion, agree to pay a broker-dealer that furnishes brokerage, execution brokerage or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“"1934 Act”"), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser or the Affiliated Trading Desk, as applicable Sub-Adviser determines in good faith that such commission is reasonable in relation to the brokerage, execution brokerage and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser Sub-Adviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). Pursuant to such factors the Sub-Adviser may utilize one or more of its affiliates as broker for transactions for the Portfolio. In no instance will portfolio securities be purchased from or sold to the SubadviserSub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. On occasions when the Subadviser Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Portfolio as well as other clients of the SubadviserSub-Adviser, the Subadviser or the Affiliated Trading Desk, as applicableSub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk Sub-Adviser in the manner the Subadviser or the Affiliated Trading Desk Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund Portfolio and to its other clients. C. In addition to the foregoing, the Sub-Adviser agrees that orders with broker-dealers for the purchase or sale of portfolio securities by the Portfolio shall be placed in accordance with the standards set forth in the Advisory Agreement.

Brokerage. A. The Subadviser Sub-Adviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable) to obtain best quality execution at competitive commission ratesfavorable security prices (best price and execution); provided that, on behalf of each the Fund, the Subadviser or the Affiliated Trading Desk, as applicable, Sub-Adviser may, in its discretion and consistent with its fiduciary dutydiscretion, agree to pay a broker-dealer that furnishes brokerage, execution brokerage or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“"1934 Act”"), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser or the Affiliated Trading Desk, as applicable Sub-Adviser determines in good faith that such commission is reasonable in relation to the brokerage, execution brokerage and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser Sub-Adviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). The Sub-Adviser and other clients advised by Sub-Adviser may benefit from any research and information received from broker-dealers selected in connection with the Fund. Consistent with its best execution responsibilities stated herein, Sub-Adviser may also consider the ability of the broker or dealer to provide client referrals as a factor in brokerage selection. In no instance will portfolio securities be purchased from or sold to the SubadviserSub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. On occasions when the Subadviser Sub-Adviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clients of the SubadviserSub-Adviser, the Subadviser or the Affiliated Trading Desk, as applicableSub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk Sub-Adviser in the manner the Subadviser or the Affiliated Trading Desk Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients. C. In addition to the foregoing, the Sub-Adviser agrees that orders with broker-dealers for the purchase or sale of portfolio securities by the Portfolio shall be placed in accordance with the standards set forth in the Advisory Agreement.

Brokerage. A. The Subadviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable) to obtain best execution at competitive commission rates; provided that, on behalf of each the Fund, the Subadviser or the Affiliated Trading Desk, as applicable, may, in its discretion and consistent with its fiduciary duty, agree to pay a broker-dealer that furnishes brokerage, execution brokerage or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser or the Affiliated Trading Desk, as applicable applicable, determines in good faith that such commission is reasonable in relation to the brokerage, execution brokerage and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Subadviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clients of the Subadviser, the Subadviser or the Affiliated Trading Desk, as applicable, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk Desk, as applicable, in the manner the Subadviser or the Affiliated Trading Desk Desk, as applicable, considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients.

Brokerage. A. The Subadviser agrees that, in placing will select brokers and dealers to effect all orders with broker-dealers for the purchase or and sale of portfolio securities, it shall attempt (Assets. In selecting brokers or instruct the Affiliated Trading Desk dealers to do so, as applicable) to obtain best execution at competitive commission rates; provided that, execute transactions on behalf of each Fundthe Assets of the Funds, the Subadviser or the Affiliated Trading Desk, as applicable, may, will seek best execution (i) in its discretion and consistent accordance with its fiduciary dutyobligations under the Advisers Act, agree (ii) as defined in the FSA rules, and (iii) in effecting transactions with respect to pay a broker-dealer Fund the Subadviser will comply with its Order Execution Policy as provided to the Adviser. The Adviser acknowledges that furnishes brokeragespecific instructions from the Adviser in relation to the execution of trades may prevent the Subadviser from following its Order Execution Policy. In selecting brokers or dealers to execute a particular transaction, execution or and in evaluating best execution, the Subadviser is authorized to consider the brokerage and research services as such services are defined under (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), amended) provided to the Subadviser or Adviser for use in managing the Funds and/or other accounts over which the Subadviser exercises investment discretion; and the Subadviser may cause the Fund to pay a higher broker or dealer that provides such brokerage or research services an amount of commission than that which might have been charged by another broker-dealer for effecting a Fund transaction in excess of the same transactions, amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser or the Affiliated Trading Deskdetermines, as applicable determines in good faith faith, that such amount of commission is reasonable in relation to the brokerage, execution and value of such brokerage or research services provided by the broker-dealer, viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities of to the Fund or other advisory clients for which the Adviser or the Subadviser exercises investment discretion. To the extent authorised by Section 28(e) and the Board, the 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 such action. Except as permitted by Rule 17a-10 under the 1940 Act, the Subadviser will not engage in principal transactions with respect to the accounts as Assets with any affiliate of the Adviser, and will engage in agency transactions with respect to which it exercises investment discretion (the Assets with such affiliates only in accordance with all applicable rules and regulations. The Subadviser will provide a list of its affiliates to Adviser upon request, as such term is defined under Section 3(a)(35) may be amended from time to time. Adviser will provide to the Subadviser a list of affiliated brokers and dealers of the 1934 Act)Adviser. The Subadviser shall not consult with any other Subadviser of the Fund or of any fund that is an “affiliated person” of the Fund concerning transactions for the Fund in securities or other assets. In no instance will any portfolio securities of the Fund be purchased from from, or sold to to, the Adviser, the Subadviser, the Trust’s principal underwriter, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients persons of the SubadviserTrust, the Adviser, the Subadviser or the Affiliated Trading DeskTrust’s principal underwriter, acting as applicableprincipal in the transaction, except to the extent permitted by applicable laws the Securities and regulationsExchange Commission (the “SEC”) and the 1940 Act, mayincluding Rule 17a 7 thereunder. The Subadviser acknowledges that the Adviser and the Trust may rely on Rule 17a 7, but shall be Rule 17a 10, Rule 10f 3, Rule 12d3 1 and Rule 17e 1 under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk in the manner the Subadviser or the Affiliated Trading Desk considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients1940 Act.

Brokerage. A. The Subadviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable) to obtain best execution at competitive commission rates; provided that, on behalf of each the Fund, the Subadviser or the Affiliated Trading Desk, as applicable, may, in its discretion and consistent with its fiduciary duty, agree to pay a broker-dealer that furnishes brokerage, execution or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (““ 1934 Act”” ), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser or the Affiliated Trading Desk, as applicable determines in good faith that such commission is reasonable in relation to the brokerage, execution and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Subadviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clients of the Subadviser, the Subadviser or the Affiliated Trading Desk, as applicable, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk in the manner the Subadviser or the Affiliated Trading Desk considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients.

Brokerage. A. The Subadviser agrees that, in placing will select brokers and dealers to effect all orders with broker-dealers for the purchase or and sale of portfolio securities, it shall attempt (Assets. In selecting brokers or instruct the Affiliated Trading Desk dealers to do so, as applicable) to obtain best execution at competitive commission rates; provided that, execute transactions on behalf of each Fundthe Assets of the Funds, the Subadviser or the Affiliated Trading Desk, as applicable, may, will seek best execution (i) in its discretion and consistent accordance with its fiduciary dutyobligations under the Advisers Act, agree (ii) as defined in the FSA rules, and (iii) in effecting transactions with respect to pay a broker-dealer Fund the Subadviser will comply with its Order Execution Policy as provided to the Adviser. The Adviser acknowledges that furnishes brokeragespecific instructions from the Adviser in relation to the execution of trades may prevent the Subadviser from following its Order Execution Policy. In selecting brokers or dealers to execute a particular transaction, execution or and in evaluating best execution, the Subadviser is authorized to consider the brokerage and research services as such services are defined under (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), amended) provided to the Subadviser or Adviser for use in managing the Funds and/or other accounts over which the Subadviser exercises investment discretion; and the Subadviser may cause the Fund to pay a higher broker or dealer that provides such brokerage or research services an amount of commission than that which might have been charged by another broker-dealer for effecting a Fund transaction in excess of the same transactions, amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser or the Affiliated Trading Deskdetermines, as applicable determines in good faith faith, that such amount of commission is reasonable in relation to the brokerage, execution and value of such brokerage or research services provided by the broker-dealer, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities of to the Fund or other advisory clients for which the Adviser or the Subadviser exercises investment discretion. To the extent authorised by Section 28(e) and the Board, the 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 such action. Except as permitted by Rule 17a- 10 under the 1940 Act, the Subadviser will not engage in principal transactions with respect to the accounts as Assets with any affiliate of the Adviser, and will engage in agency transactions with respect to which it exercises investment discretion (the Assets with such affiliates only in accordance with all applicable rules and regulations. The Subadviser will provide a list of its affiliates to Adviser upon request, as such term is defined under Section 3(a)(35) may be amended from time to time. Adviser will provide to the Subadviser a list of affiliated brokers and dealers of the 1934 Act)Adviser. The Subadviser shall not consult with any other Subadviser of the Fund or of any fund that is an "affiliated person" of the Fund concerning transactions for the Fund in securities or other assets. In no instance will any portfolio securities of the Fund be purchased from from, or sold to to, the Adviser, the Subadviser, the Trust's principal underwriter, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients persons of the SubadviserTrust, the Adviser, the Subadviser or the Affiliated Trading DeskTrust's principal underwriter, acting as applicableprincipal in the transaction, except to the extent permitted by applicable laws the Securities and regulationsExchange Commission (the "SEC") and the 1940 Act, mayincluding Rule 17a 7 thereunder. The Subadviser acknowledges that the Adviser and the Trust may rely on Rule 17a 7, but shall be Rule 17a 10, Rule 10f 3, Rule 12d3 1 and Rule 17e 1 under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk in the manner the Subadviser or the Affiliated Trading Desk considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients1940 Act.

Brokerage. A. The Subadviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable) to obtain best execution at competitive commission rates; provided that, on behalf of each the Fund, the Subadviser or the Affiliated Trading Desk, as applicable, may, in its discretion and consistent with its fiduciary duty, agree to pay a broker-dealer that furnishes brokerage, execution or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser or the Affiliated Trading Desk, as applicable applicable, determines in good faith that such commission is reasonable in relation to the brokerage, execution and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Subadviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clients of the Subadviser, the Subadviser or the Affiliated Trading Desk, as applicable, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk Desk, as applicable, in the manner the Subadviser or the Affiliated Trading Desk Desk, as applicable, considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients.

Brokerage. A. The Subadviser Sub-Adviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable) to obtain best quality execution at competitive commission ratesfavorable security prices (best price and execution); provided that, on behalf of each Fundthe Portfolio, the Subadviser or the Affiliated Trading Desk, as applicable, Sub-Adviser may, in its discretion and consistent with its fiduciary dutydiscretion, agree to pay a broker-dealer that furnishes brokerage, execution brokerage or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“"1934 Act”"), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser or the Affiliated Trading Desk, as applicable Sub-Adviser determines in good faith that such commission is reasonable in relation to the brokerage, execution brokerage and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser Sub-Adviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). Pursuant to such factors, the Sub-Adviser may utilize one or more of its affiliates as broker for transactions for the Portfolio. In no instance will portfolio securities be purchased from or sold to the SubadviserSub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood The Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission coststhis Agreement or otherwise solely by reason of its having exercised its discretionary authority pursuant to this section 5. B. On occasions when the Subadviser Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund the Portfolio, as well as other clients of the SubadviserSub-Adviser, the Subadviser or the Affiliated Trading Desk, as applicableSub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk Sub-Adviser in the manner the Subadviser or the Affiliated Trading Desk Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund Portfolio and to its other clients. The Investment Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances. C. In addition to the foregoing, the Sub-Adviser agrees that orders with broker-dealers for the purchase or sale of portfolio securities by the Portfolio shall be placed in accordance with the standards set forth in the Advisory Agreement, as provided to Sub-Adviser. D. In accordance with Section 11(a) of the 1934 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 promulgated thereunder, the Sub-Adviser may engage its affiliates, the Investment Adviser and its affiliates or any other sub-adviser to the Portfolio and its respective affiliates, as broker-dealers or futures commission merchants to effect transactions in securities and other investments for the Portfolio. E. The Adviser acknowledges that Sub-Adviser may invest cash balances of the Portfolio in one or more money market funds that are managed by the Sub-Adviser or any of its affiliates which arrangements Sub-Adviser agrees will comply with applicable federal and state laws and rules concerning affiliated transactions and the conditions imposed by the Securities and Exchange Commission in ICA Release No. 25100 (August 3, 2001).

Brokerage. A. The Subadviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable) to obtain best execution at competitive commission rates; provided that, on behalf of each Fund, the Subadviser or the Affiliated Trading Desk, as applicable, may, in its discretion and consistent with its fiduciary duty, agree to pay a broker-dealer that furnishes brokerage, execution or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser or the Affiliated Trading Desk, as applicable applicable, determines in good faith that such commission is reasonable in relation to the brokerage, execution and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Subadviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Subadviser, the Subadviser or the Affiliated Trading Desk, as applicable, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk Desk, as applicable, in the manner the Subadviser or the Affiliated Trading Desk Desk, as applicable, considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients.

Brokerage. A. The Subadviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable) to obtain best quality execution at competitive commission ratesfavorable security prices; provided that, on behalf of each the Fund, the Subadviser or the Affiliated Trading Desk, as applicable, may, in its discretion and consistent with its fiduciary duty, agree to pay a broker-dealer that furnishes brokerage, execution brokerage or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser or the Affiliated Trading Desk, as applicable applicable, determines in good faith that such commission is reasonable in relation to the brokerage, execution brokerage and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Subadviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clients of the Subadviser, the Subadviser or the Affiliated Trading Desk, as applicable, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk Desk, as applicable, in the manner the Subadviser or the Affiliated Trading Desk Desk, as applicable, considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients.

Brokerage. A. The Subadviser Sub-Adviser agrees that, in placing if it places orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable) to obtain best execution at competitive commission ratesfavorable security prices; provided that, on behalf of each the Fund, the Subadviser or the Affiliated Trading Desk, as applicable, Sub-Adviser may, in its discretion and consistent with its fiduciary dutydiscretion, agree to pay a broker-dealer that furnishes brokerage, execution brokerage or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser or the Affiliated Trading Desk, as applicable Sub-Adviser determines in good faith that such commission is reasonable in relation to the brokerage, execution brokerage and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser Sub-Adviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the SubadviserSub-Adviser, or any affiliated person thereofthereof (“Principal Transactions”), except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood by Regardless of the parties hereto that best execution is evaluated based on various factorsprovisions of the federal securities laws relating to Principal Transactions, including but not limited toas currently in effect or as may be amended in the future, commission costsno such transactions will be effected for the Fund without the express written authorization of the Investment Adviser. B. On If trades are placed by the Sub-Adviser on behalf of the Fund, on occasions when the Subadviser Sub-Adviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clients of the SubadviserSub-Adviser, the Subadviser or the Affiliated Trading Desk, as applicableSub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk Sub-Adviser in the manner the Subadviser or the Affiliated Trading Desk Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients.

Brokerage. A. The Subadviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable) to obtain best quality execution at competitive commission ratesfavorable security prices; provided that, on behalf of each the Fund, the Subadviser or the Affiliated Trading Desk, as applicable, may, in its discretion and consistent with its fiduciary duty, agree to pay a broker-dealer that furnishes brokerage, execution brokerage or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser or the Affiliated Trading Desk, as applicable determines in good faith that such commission is reasonable in relation to the brokerage, execution brokerage and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Subadviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clients of the Subadviser, the Subadviser or the Affiliated Trading Desk, as applicable, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk Desk, as applicable, in the manner the Subadviser or the Affiliated Trading Desk Desk, as applicable, considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients.

Brokerage. A. The Subadviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable) to obtain best quality execution at competitive commission ratesfavorable security prices; provided that, on behalf of each the Fund, the Subadviser or the Affiliated Trading Desk, as applicable, may, in its discretion and consistent with its fiduciary duty, agree to pay a broker-dealer that furnishes brokerage, execution brokerage or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“"1934 Act”"), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser or the Affiliated Trading Desk, as applicable applicable, determines in good faith that such commission is reasonable in relation to the brokerage, execution brokerage and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Subadviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs. B. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of a the Fund as well as other clients of the Subadviser, the Subadviser or the Affiliated Trading Desk, as applicable, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk Desk, as applicable, in the manner the Subadviser or the Affiliated Trading Desk Desk, as applicable, considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients.