Common use of Execution of Portfolio Transactions Clause in Contracts

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser Advisor is responsible for decisions to buy and sell securities for the selection of Portfolio, broker-dealers dealer selection, and negotiation of its brokerage commission rates. Sub-Advisor shall determine the securities to execute purchase and sale transactions for be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-AdviserAdvisor's primary consideration in placing Portfolio investment securities transactions with broker-dealers for execution will be is to obtain, obtain and maintain the availability of, of best execution at the best available pricenet price and in the most effective manner possible. The Sub-Advisor may consider sale of the shares of the Portfolio, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any such a broker-dealers dealer that provides research services to the Sub-Advisor for the Portfolio's use an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor's overall ongoing responsibilities with respect to the Portfolio and other accounts as to which the Portfolio. The Sub-Adviser exercises investment discretion (as such term Advisor is defined in section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment ManagerManager and, in such form as may be mutually agreed to by the parties heretoany event, at least once each calendar year if no specific request is made, indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets ------------------------------------ of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser Advisor is responsible for decisions to buy and sell securities for the selection of Portfolio, broker-dealers dealer selection, and negotiation of its brokerage commission rates. Sub-Advisor shall determine the securities to execute purchase and sale transactions for be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-AdviserAdvisor's primary consideration in placing Portfolio investment securities transactions with broker-dealers for execution will be is to obtain, obtain and maintain the availability of, of best execution at the best available pricenet price and in the most effective manner possible. The Sub-Advisor may consider sale of the shares of the Portfolio, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any such a broker-dealers dealer that provides research services to the Sub-Advisor for the Portfolio's use an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor's overall ongoing responsibilities with respect to the Portfolio and other accounts as to which the Portfolio. The Sub-Adviser exercises investment discretion (as such term Advisor is defined in section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The regulations and the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment ManagerManager and, in such form as may be mutually agreed to by the parties heretoany event, at least once each calendar year if no specific request is made, indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser Advisor to use a broker-dealer broker which provides research services or to use a particular broker-dealer broker which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as reasonably requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser Advisor is responsible for decisions to buy and sell securities for the selection of Portfolio, broker-dealers dealer selection, and negotiation of its brokerage commission rates. Sub-Advisor shall determine the securities to execute purchase and sale transactions for be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-AdviserAdvisor's primary consideration in placing Portfolio investment securities transactions with broker-dealers for execution will be is to obtain, obtain and maintain the availability of, of best execution at the best available pricenet price and in the most effective manner possible. The Sub-Advisor may consider sale of the shares of the Portfolio, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any such a broker-dealers dealer that provides research services to the Sub-Advisor for the Portfolio's use an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor's overall ongoing responsibilities with respect to the Portfolio and other accounts as to which the Portfolio. The Sub-Adviser exercises investment discretion (as such term Advisor is defined in section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The regulations and the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment ManagerManager and, in such form as may be mutually agreed to by the parties heretoany event, at least once each calendar year if no specific request is made, indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser Advisor to use a broker-dealer which broker that provides research services or to use a particular broker-dealer which broker that the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser Advisor is responsible for decisions to buy and sell securities for the selection of Portfolio, broker-dealers dealer selection, and negotiation of its brokerage commission rates. Sub-Advisor shall determine the securities to execute purchase and sale transactions for be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-AdviserAdvisor's primary consideration in placing Portfolio investment securities transactions with broker-dealers for execution will be is to obtain, obtain and maintain the availability of, of best execution at the best available pricenet price and in the most effective manner possible. The Sub-Advisor may consider sale of the shares of the Portfolio, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any such a broker-dealers dealer that provides research services to the Sub-Advisor for the Portfolio's use an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor's overall ongoing responsibilities with respect to the Portfolio and other accounts as to which the Portfolio. The Sub-Adviser exercises investment discretion (as such term Advisor is defined in section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The regulations and the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment ManagerManager and, in such form as may be mutually agreed to by the parties heretoany event, at least once each calendar year if no specific request is made, indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, Statement or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales the sale of shares of interests in the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ PortfolioFund, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio Fund in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees Directors may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio Fund investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and Futures Commission Merchants ("FCMs") and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the best method of execution available, including the overall cost of execution; the reliability, integrity and financial condition of the broker-dealerdealer or financial intermediary used; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio Fund on a continuing basis. Subject to such policies and procedures as the Trustees Directors may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio Fund through broker-dealers and FCMs (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio Fund to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio Fund and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio Fund to such broker-dealers as well as brokerage and/or research services shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations allocations, brokerage services, and research services to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers or others to whom such allocations have been made and from whom such brokerage and/or research has been received and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the PortfolioFund, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the PortfolioFund's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer dealer, which provides research services services, or to use a particular broker-dealer which that the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and Futures Commissions Merchants ("FCMs") and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the best method of execution available, including the overall cost of execution; the reliability, integrity and financial condition of the broker-dealerdealer or financial intermediary used; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (includingand FCMs(including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers as well as brokerage and/or research services shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations allocations, brokerage services, and research services to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers or others to whom such allocations have been made and from whom such brokerage and/or research has been received and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer dealer, which provides research services services, or to use a particular broker-dealer which that the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser Advisor is responsible for decisions to buy and sell securities for the selection of Portfolio, broker-dealers dealer selection, and negotiation of its brokerage commission rates. Sub-Advisor shall determine the securities to execute purchase and sale transactions for be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time. The Sub-Advisor may consider sale of the shares of the Portfolio, as well as recommendations of the negotiation Investment Manager, subject to the requirements of brokerage commission rates with such executing broker-dealersbest net price and most favorable execution. GenerallyWith respect to brokerage, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any such a broker-dealers dealer that provides research services to the Sub-Advisor for the Portfolio's use an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor's overall ongoing responsibilities with respect to the Portfolio and other accounts as to which the Portfolio. The Sub-Adviser exercises investment discretion (as such term Advisor is defined in section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment ManagerManager and, in such form as may be mutually agreed to by the parties heretoany event, at least once each calendar year if no specific request is made, indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser may aggregate purchase and sell orders for the Portfolio with contemporaneous purchase and sell orders for other clients of the Sub-Adviser or its affiliated persons, and the Investment Manager acknowledges that such aggregation may not result in a more favorable price or lower brokerage commissions in all instances. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, Statement or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales the sale of shares of interests in the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser Advisor is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-AdviserAdvisor's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-AdviserAdvisor, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser Advisor shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-AdviserAdvisor) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser Advisor exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser Advisor on behalf of the Portfolio to such broker-dealers dealer shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser Advisor will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser Advisor may also consider sales of shares of in the Portfolio, or may consider or follow and recommendations of by the Investment Manager that take such sales take into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser Advisor to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended. In lieu of selecting broker-dealers to execute transactions for the Portfolio, the Sub-Advisor may execute such transactions for the Portfolio provided that it "steps-out" such transactions to the broker-dealers selected by the Sub-Advisor. A step-out is a service provided by the New York Stock Exchange and other markets which allows the Sub-Advisor to provide the Portfolio with the benefit of the Sub-Advisor's execution capabilities at no additional charge and then transfer or step-out the confirmation and settlement responsibilities of such transactions to the broker-dealer(s) selected by the Sub-Advisor. In connection with a step-out, transaction charges shall be paid by the Portfolio to the broker-dealers selected by the Sub-Advisor and not to the Sub-Advisor. In addition to selecting brokers or dealers to execute transactions for the Portfolio, the Sub-Advisor may, subject to its duty to seek best execution at the best available price, also act as a broker for the Portfolio from time to time at rates not exceeding the usual and customary broker's commission. Under Federal law, the Sub-Advisor must obtain the Investment Manager's consent to effect agency cross transactions for the Portfolio, which consent is hereby granted. The Sub-Advisor represents, warrants and covenants that all agency cross transactions for the Portfolio will be effected by the Sub-Advisor strictly in accordance with Rule 206(3)-2 under the Advisors Act. An agency cross transaction is where the Sub-Advisor purchases or sells securities from or to a non-managed account on behalf of a client's managed account. Pursuant to this consent, the Sub-Advisor will only effect an agency cross transaction for the Portfolio with a non-managed account. When the Sub-Advisor crosses transactions in connection with a step-out, the Sub-Advisor will receive a commission from the transaction only with respect to the non-managed account and will not receive a commission from the transaction with respect to the Portfolio. In an agency cross transaction where the Sub-Advisor acts as broker for the Portfolio, the Sub-Advisor receives commissions from both sides of the trade and there is a potentially conflicting division of loyalties and responsibilities. However, as both sides to the trade want to execute the transaction at the best price without moving the market price in either direction, the Sub-Advisor believes that an agency cross transaction will aid both sides to the trade in obtaining the best price for the trade. THE TRUST OR THE INVESTMENT MANAGER MAY REVOKE THIS CONSENT BY WRITTEN NOTICE TO THE SUB-ADVISOR AT ANY TIME.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser Advisor is responsible for decisions to buy and sell securities for the selection of Portfolio, broker-dealers dealer selection, and negotiation of its brokerage commission rates. Sub-Advisor shall determine the securities to execute purchase and sale transactions for be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-AdviserAdvisor's primary consideration in placing Portfolio investment securities transactions with broker-dealers for execution will be is to obtain, obtain and maintain the availability of, of best execution at the best available pricenet price and in the most effective manner possible. The Sub-Advisor may consider sale of the shares of the Portfolio and of other funds managed by the Sub-Advisor or its affiliates, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution. The Investment Manager recognizes that a broker-dealer affiliated with the Sub-Adviser (i) may act as one of the Portfolio's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Portfolio; and (iii) may effect portfolio transactions for the Portfolio only if expressly approved by the Trustees, and if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the ICA for determining the permissible level of such commissions. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or in violation of this Agreement or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any such a broker-dealers dealer that provides research services to the Sub-Advisor for the Portfolio's use an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the ongoing responsibilities of the Sub-Adviser's overall responsibilities Advisor and its affiliates with respect to the Portfolio and and/or other accounts as to for which they exercise investment discretion. In reaching such determination, the Sub-Adviser exercises investment discretion (as Advisor will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such term broker. The Sub-Advisor is defined in section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment ManagerManager and, in such form as may be mutually agreed to by the parties heretoany event, at least once each calendar year if no specific request is made, indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. The Investment Manager shall, to the extent necessary and within its control, assist in the establishment and maintenance of brokerage accounts and other accounts the Sub-Adviser deems advisable to allow for the purchase or sale of securities for the Portfolio pursuant to this Agreement. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. The Sub-Adviser may consider sale of shares of the Portfolio, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to Purchase or sell orders for the foregoing provisions Portfolio may be aggregated with contemporaneous purchase or sell orders of this paragraph 3, the Sub-Adviser may also consider sales other clients of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a brokerthe extent permissible under applicable law. The Sub-dealer which provides research services Adviser shall have no liability for the acts or omissions of any custodian of the Portfolio's assets. The Sub-Adviser shall have no responsibility for the segregation requirement of the ICA or other applicable law other than to use a particular broker-dealer which provide notice to the Investment Manager has recommendedCustodian of any positions requiring segregation and the Portfolio's assets that may be segregated.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets ------------------------------------ of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as reasonably requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser Advisor is responsible for decisions to buy and sell securities for the selection of Portfolio, broker-dealers dealer selection, and negotiation of its brokerage commission rates. Sub-Advisor shall determine the securities to execute purchase and sale transactions for be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-AdviserAdvisor's primary consideration in placing Portfolio investment securities transactions with broker-dealers for execution will be is to obtain, obtain and maintain the availability of, of best execution at the best available pricenet price and in the most effective manner possible. The Sub-Advisor may consider sale of the shares of the Portfolio, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution and, if applicable, legal requirements relating to the use of broker-dealers affiliated with the Trust. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any such a broker-dealers dealer that provides research services to the Sub-Advisor an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor's overall responsibilities with respect to the Portfolio and to other accounts clients of the Sub-Advisor as to which the Sub-Adviser Advisor exercises investment discretion (as such term discretion. The Sub-Advisor is defined in section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The regulations and the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment ManagerManager and, in such form as may be mutually agreed to by the parties heretoany event, at least once each calendar year if no specific request is made, indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser Advisor is responsible for decisions to buy and sell securities for the selection of Portfolio, broker-dealers dealer selection, and negotiation of its brokerage commission rates. Sub-Advisor shall determine the securities to execute purchase and sale transactions for be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time, as well as time and communicate to the negotiation of brokerage commission rates with such executing brokerSub-dealersAdvisor in writing. Generally, the Sub-AdviserAdvisor's primary consideration in placing Portfolio investment securities transactions with broker-dealers for execution will be is to obtain, obtain and maintain the availability of, of best execution at the best available pricenet price and in the most effective manner possible. The Sub-Advisor may consider sale of the shares of the Portfolio, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any such a broker-dealers dealer that provides research services to the Sub-Advisor an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor's overall ongoing responsibilities with respect to the Portfolio and its other accounts as to which the clients. The Sub-Adviser exercises investment discretion (as such term Advisor is defined in section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The regulations and the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment ManagerManager and, in such form as may be mutually agreed to by the parties heretoany event, at least once each calendar year if no specific request is made, indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited towhich may include: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited towhich may include: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, ------------------------------------ the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers (which may include broker-dealers affiliated with the Sub-Adviser) to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best net available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the brokerage commission rates paid by the Portfolio may be greater than those available from other brokers if the difference is reasonably justified by other aspects of the execution services offered. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion the discretion, and shall not be deemed to have acted unlawfully or to have breached any duty solely by reason of such discretion, (i) to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and (ii) to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). In accordance with the preceding sentence, the Sub-Adviser is authorized to allocate orders placed by it on behalf of the Portfolio to broker-dealers who provide research or statistical material to the Portfolio or the Sub-Adviser. Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets ------------------------------------ of the ------------------------------------ Portfolio, the Sub-Adviser is Advisers are responsible for the selection of broker-dealers to execute purchase and sale transactions for their respective Portfolios of the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's Advisers' primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. To the extent permitted by applicable law, the Value Sub-Adviser may receive investment transactions/instructions from the Growth Sub-Adviser for execution on behalf of the Growth Portfolio. Consistent with this policy, the Sub-AdviserAdvisers, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser Advisers shall have discretion to effect investment transactions for the respective Portfolios of the Portfolio under their management through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-AdviserAdvisers) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section Section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines Advisers determine in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's Advisers' overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises Advisers exercise investment discretion (as such term is defined in section Section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser Advisers on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser Advisers shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser Advisers will submit joint or individual reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser Advisers may also consider sales of shares of the PortfolioPortfolio and of other portfolios of the Trust managed by either Sub-Adviser or their affiliates, or may consider or follow recommendations of the Investment Manager that take such sales take into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser Advisers to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended. In lieu of selecting broker-dealers to execute transactions for the Portfolio, the Value Sub-Adviser may execute such transactions for the Portfolio provided that the Value Sub-Adviser "steps-out" such transactions to the broker-dealers selected by the Value Sub-Adviser. A step-out is a service provided by the New York Stock Exchange and other markets which allows the Value Sub-Adviser to provide the Portfolio with the benefit of the Value Sub-Adviser's execution capabilities at no additional charge and then transfer or step-out the confirmation and settlement responsibilities of such transactions to the broker-dealer(s) selected by the Value Sub-Adviser. In connection with a step-out, transaction charges shall be paid by the Portfolio to the broker-dealers selected by the Value Sub-Adviser and not to the Value Sub-Adviser. In addition to selecting brokers or dealers to execute transactions for the Portfolio, the Value Sub-Adviser may, subject to its duty to seek best execution at the best available price, also act as a broker for the Portfolio from time to time at rates not exceeding the usual and customary broker's commission. Under Federal law, the Value Sub-Adviser must obtain the Investment Manager's consent to effect agency cross transactions for the Portfolio, which consent is hereby granted. The Value Sub-Adviser represents, warrants and covenants that all agency cross transactions for the Portfolio will be effected by the Value Sub-Adviser strictly in accordance with Rule 206(3)-2 under the Advisers Act. An agency cross transaction is where the Value Sub-Adviser purchases or sells securities from or to a non-managed account on behalf of a client's managed account. Pursuant to this consent, the Value Sub-Adviser will only effect an agency cross transaction for the Portfolio with a non-managed account. When the Value Sub-Adviser crosses transactions in connection with a step-out, the Value Sub-Adviser will receive a commission from the transaction only with respect to the non-managed account and will not receive a commission from the transaction with respect to the Portfolio. In an agency cross transaction where the Value Sub-Adviser acts as broker for the Portfolio, the Value Sub-Adviser receives commissions from both sides of the trade and there is a potentially conflicting division of loyalties and responsibilities. However, as both sides to the trade want to execute the transaction at the best price without moving the market price in either direction, the Value Sub-Adviser believes that an agency cross transaction will aid both sides to the trade in obtaining the best price for the trade. THE TRUST OR THE INVESTMENT MANAGER MAY REVOKE THIS CONSENT BY WRITTEN NOTICE TO THE VALUE SUB-ADVISER AT ANY TIME.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the The Sub-Adviser Advisor is responsible for decisions to buy and sell securities for the selection of Portfolio, broker-dealers dealer selection, and negotiation of brokerage commission rates. Sub-Advisor shall determine the securities to execute purchase and sale transactions for be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-AdviserAdvisor's primary consideration in placing Portfolio investment securities transactions with broker-dealers for execution will be is to obtain, obtain and maintain the availability of, of best execution at the best available pricenet price and in the most effective manner possible. The Sub-Advisor may consider sale of the shares of the Portfolio, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution and, if applicable, legal requirements relating to the use of broker-dealers affiliated with the Trust. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any such a broker-dealers dealer that provides research services to the Sub-Advisor an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor's overall responsibilities with respect to the Portfolio and to other accounts clients of the Sub-Advisor as to which the Sub-Adviser Advisor exercises investment discretion (as such term discretion. The Sub-Advisor is defined in section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The regulations and the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment ManagerManager and, in such form as may be mutually agreed to by the parties heretoany event, at least once each calendar year if no specific request is made, indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ PortfolioFund, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio Fund in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees Directors may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio Fund investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the best method of execution available, including the overall cost of execution; the reliability, integrity and financial condition of the broker-dealerdealer or financial intermediary used; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio Fund on a continuing basis. Subject to such policies and procedures as the Trustees Directors may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio Fund to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio Fund and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio Fund to such broker-dealers as well as brokerage and/or research services shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations allocations, brokerage services, and research services to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers or others to whom such allocations have been made and from whom such brokerage and/or research has been received and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the PortfolioFund, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the PortfolioFund's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer dealer, which provides research services services, or to use a particular broker-dealer which that the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, Statement or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales the sale of shares of interests in the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment Sub-Advisor is responsible for decisions to buy and reinvestment of the assets of sell securities for the ------------------------------------ Portfolio, the broker-dealer selection, and negotiation of its brokerage commission rates. Sub-Adviser is responsible for Advisor shall determine the selection of broker-dealers securities to execute purchase and sale transactions for be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-AdviserAdvisor's primary consideration in placing Portfolio investment securities transactions with broker-dealers for execution will be is to obtain, obtain and maintain the availability of, of best execution at the best available pricenet price and in the most effective manner possible. The Sub-Advisor may consider sale of the shares of the Portfolio, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any such a broker-dealers dealer that provides research services to the Sub-Advisor for the Portfolio's use an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor's overall ongoing responsibilities with respect to the Portfolio and other accounts as to which the Portfolio. The Sub-Adviser exercises investment discretion (as such term Advisor is defined in section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The regulations and the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment ManagerManager and, in such form as may be mutually agreed to by the parties heretoany event, at least once each calendar year if no specific request is made, indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser Advisor to use a broker-dealer broker which provides research services or to use a particular broker-dealer broker which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the ------------------------------------ Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the best method of execution available, including the overall cost of execution; the reliability, integrity and financial condition of the broker-dealerdealer or financial intermediary used; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers as well as brokerage and/or research services shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations allocations, brokerage services, and research services to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers or others to whom such allocations have been made and from whom such brokerage and/or research has been received and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer dealer, which provides research services services, or to use a particular broker-dealer which that the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment Sub-Advisor is responsible for decisions to buy and reinvestment of the assets of sell securities for the ------------------------------------ Portfolio, the broker-dealer selection, and negotiation of its brokerage commission rates. Sub-Adviser is responsible for Advisor shall determine the selection of broker-dealers securities to execute purchase and sale transactions for be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-AdviserAdvisor's primary consideration in placing Portfolio investment securities transactions with broker-dealers for execution will be is to obtain, obtain and maintain the availability of, of best execution at the best available pricenet price and in the most effective manner possible. The Sub-Advisor may consider sale of the shares of the Portfolio, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any such a broker-dealers dealer that provides research services to the Sub-Advisor for the Portfolio's use an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor's overall ongoing responsibilities with respect to the Portfolio and other accounts as to which the Portfolio. The Sub-Adviser exercises investment discretion (as such term Advisor is defined in section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment ManagerManager and, in such form as may be mutually agreed to by the parties heretoany event, at least once each calendar year if no specific request is made, indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with Sub-Advisor is responsible for decisions to buy and sell securities for the investment and reinvestment of the assets of the ------------------------------------ Portfolio, broker-dealer selection, and negotiation of its brokerage commission rates. The Investment Manager shall, to the extent necessary and within its control, assist in the establishment and maintenance of brokerage accounts and other accounts the Sub-Adviser is responsible Advisor deems advisable to allow for the selection purchase or sale of broker-dealers to execute purchase and sale transactions securities for the Portfolio pursuant to this Agreement. Sub-Advisor shall determine the securities to be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, including, to the extent permissible under applicable law, brokers or dealers affiliated with the Sub-Advisor, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-AdviserAdvisor's primary consideration in placing Portfolio investment securities transactions with broker-dealers for execution will be is to obtain, obtain and maintain the availability of, of best execution at the best available pricenet price and in the most effective manner possible. The Sub-Advisor may consider sale of the shares of the Portfolio, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any such a broker-dealers dealer that provides research services to the Sub-Advisor for the Portfolio's use an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor's overall ongoing responsibilities with respect to the Portfolio. The Sub-Advisor is further authorized to allocate the orders placed by it on behalf of the Portfolio and to such broker-dealers who also provide research or statistical material, or other accounts as services to which the Portfolio or the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act)Advisor. Allocation Allocations of orders placed by the Sub-Adviser Advisor on behalf of the Portfolio Trust to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, Manager indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to Purchase or sell orders for the foregoing provisions Portfolio may be aggregated with contemporaneous purchase or sell orders of this paragraph 3, other clients of the Sub-Adviser may also consider sales Advisor to the extent permissible under applicable law. The Sub-Advisor shall have no liability for the acts or omissions of shares any custodian of the Portfolio, or may consider or follow recommendations 's assets. The Sub-Advisor shall have no responsibility for the segregation requirement of the Investment Manager that take such sales into account, as factors in ICA or other applicable law other than to provide notice to the selection Custodian of broker-dealers to effect any positions requiring segregation and the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommendedassets that may be segregated.

Execution of Portfolio Transactions. In connection with The Sub-Advisor is responsible for decisions to buy and sell securities for the investment and reinvestment of the assets of the ------------------------------------ Portfolio, broker-dealer selection, and negotiation of its brokerage commission rates. The Investment Manager shall, to the extent necessary and within its control, assist in the establishment and maintenance of brokerage accounts and other accounts the Sub-Adviser is responsible Advisor deems advisable to allow for the selection purchase or sale of broker-dealers to execute purchase and sale transactions securities for the Portfolio pursuant to this Agreement. Sub-Advisor shall determine the securities to be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, including, to the extent permissible under applicable law, brokers or dealers affiliated with the Sub-Advisor, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-AdviserAdvisor's primary consideration in placing Portfolio investment securities transactions with broker-dealers for execution will be is to obtain, obtain and maintain the availability of, of best execution at the best available pricenet price and in the most effective manner possible. The Sub-Advisor may consider sale of the shares of the Portfolio, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any such a broker-dealers dealer that provides research services to the Sub-Advisor for the Portfolio's use an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor's overall ongoing responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed serviced by the Sub-Adviser Advisor. The Sub-Advisor is further authorized to allocate the orders placed by it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The regulations and the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, Manager indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to Purchase or sell orders for the foregoing provisions Portfolio may be aggregated with contemporaneous purchase or sell orders of this paragraph 3, other clients of the Sub-Adviser may also consider sales Advisor to the extent permissible under applicable law. The Sub-Advisor shall have no liability for the acts or omissions of shares any custodian of the Portfolio, or may consider or follow recommendations 's assets. The Sub-Advisor shall have no responsibility for the segregation requirement of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services ICA or to use a particular broker-dealer which the Investment Manager has recommendedother applicable law.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser Advisor is responsible for decisions to buy and sell securities ------------------------------------ for the selection of Portfolio, broker-dealers dealer selection, and negotiation of its brokerage commission rates. Sub-Advisor shall determine the securities to execute purchase and sale transactions for be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's Advisors primary consideration in placing Portfolio investment securities transactions with broker-dealers for execution will be is to obtain, obtain and maintain the availability of, of best execution at the best available pricenet price and in the most effective manner possible. The Sub-Advisor may consider sale of shares of the Portfolio, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; , the reliability, integrity and financial condition of the broker-dealer; dealer the size of and difficulty in executing the order; , and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing continual basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any a broker dealer that provides such brokerservices to the Sub-dealers Advisor for the Portfolio's use an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transactionon, if the Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall Advisors ongoing responsibilities with respect to the Portfolio and other accounts as to which the Portfolio. The Sub-Adviser exercises investment discretion (as such term Advisor is defined in section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions proposals as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment ManagerManager and, in such form as may be mutually agreed to by the parties heretoany event, at least once each calendar year if no specific request is made, indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment Sub-Advisor is responsible for decisions to buy and reinvestment of the assets of sell securities for the ------------------------------------ Portfolio, the broker-dealer selection, and negotiation of its brokerage commission rates. Sub-Adviser is responsible for Advisor shall determine the selection of broker-dealers securities to execute purchase and sale transactions for be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-AdviserAdvisor's primary consideration in placing Portfolio investment securities transactions with broker-dealers for execution will be is to obtain, obtain and maintain the availability of, of best execution at the best available pricenet price and in the most effective manner possible. The Sub-Advisor may consider sale of the shares of the Portfolio and of other funds managed by the Sub-Advisor or its affiliates, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution. The Investment Manager recognizes that a broker-dealer affiliated with the Sub-Adviser (i) may act as one of the Portfolio's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Portfolio; and (iii) may effect portfolio transactions for the Portfolio only if expressly approved by the Trustees, and if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the ICA for determining the permissible level of such commissions. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or in violation of this Agreement or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any such a broker-dealers dealer that provides research services to the Sub-Advisor for the Portfolio's use an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the ongoing responsibilities of the Sub-Adviser's overall responsibilities Advisor and its affiliates with respect to the Portfolio and and/or other accounts as to for which they exercise investment discretion. In reaching such determination, the Sub-Adviser exercises investment discretion (as Advisor will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such term broker. The Sub-Advisor is defined in section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment ManagerManager and, in such form as may be mutually agreed to by the parties heretoany event, at least once each calendar year if no specific request is made, indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser may aggregate purchase and sell orders for the Portfolio with contemporaneous purchase and sell orders for other clients of the Sub-Adviser or its affiliated persons, and the Investment Manager acknowledges that such aggregation may not result in a more favorable price or lower brokerage commissions in all instances. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser Advisor is responsible for decisions to buy and sell -------------------------------------- securities for the selection of Portfolio, broker-dealers dealer selection, and negotiation of its brokerage commission rates. Sub-Advisor shall determine the securities to execute purchase and sale transactions for be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-AdviserAdvisor's primary consideration in placing Portfolio investment securities transactions with broker-dealers for execution will be is to obtain, obtain and maintain the availability of, of best execution at the best available pricenet price and in the most effective manner possible. The Sub-Advisor may consider sale of the shares of the Portfolio, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-AdviserAdvisor) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act")amended, and to cause the Portfolio to pay any such broker-dealers dealer an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor's overall ongoing responsibilities with respect to the Portfolio and other accounts as to which the Portfolio. The Sub-Adviser exercises investment discretion (as such term Advisor is defined in section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment ManagerManager and, in such form as may be mutually agreed to by the parties heretoany event, at least once each calendar year if no specific request is made, indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the ------------------------------------ Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, Statement or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales the sale of shares of interests in the Portfolio, or may consider or follow Portfolio and recommendations of by the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended. In lieu of selecting broker-dealers to execute transactions for the Fund, the Sub-Adviser may execute such transactions for the Fund provided that it "steps-out" such transactions to the broker-dealers selected by the Sub-Adviser. A step-out is a service provided by the New York Stock Exchange and other markets which allows the Sub-Adviser to provide the Fund with the benefit of the Sub-Adviser's execution capabilities at no additional charge and then transfer or step-out the confirmation and settlement responsibilities of such transactions to the broker-dealer(s) selected by the Sub-Adviser. In connection with a step-out, transaction charges shall be paid by the Fund to the broker-dealers selected by the Sub-Adviser and not to the Sub-Adviser. In addition to selecting brokers or dealers to execute transactions for the Fund, the Sub-Adviser may, subject to its duty to seek best execution at the best available price, also act as a broker for the Fund from time to time at rates not exceeding the usual and customary broker's commission. Under Federal law, the Sub-Adviser must obtain the Investment Manager's consent to effect agency cross transactions for the Fund, which consent is hereby granted. The Sub-Adviser represents, warrants and covenants that all agency cross transactions for the Fund will be effected by the Sub-Adviser strictly in accordance with Rule 206(3)-2 under the Advisers Act. An agency cross transaction is where the Sub-Adviser purchases or sells securities from or to a non-managed account on behalf of a client's managed account. Pursuant to this consent, the Sub-Adviser will only effect an agency cross transaction for the Fund with a non-managed account. When the Sub-Adviser crosses transactions in connection with a step-out, the Sub-Adviser will receive a commission from the transaction only with respect to the non-managed account and will not receive a commission from the transaction with respect to the Fund. In an agency cross transaction where the Sub-Adviser acts as broker for the Fund, the Sub-Adviser receives commissions from both sides of the trade and there is a potentially conflicting division of loyalties and responsibilities. However, as both sides to the trade want to execute the transaction at the best price without moving the market price in either direction, the Sub-Adviser believes that an agency cross transaction will aid both sides to the trade in obtaining the best price for the trade. THE TRUST OR THE INVESTMENT MANAGER MAY REVOKE THIS CONSENT BY WRITTEN NOTICE TO THE SUB-ADVISER AT ANY TIME.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as reasonably requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, Statement or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales the sale of shares of interests in the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended. In lieu of selecting broker-dealers to execute transactions for the Fund, the Sub-Adviser may execute such transactions for the Fund provided that it "steps-out" such transactions to the broker-dealers selected by the Sub-Adviser. A step-out is a service provided by the New York Stock Exchange and other markets which allows the Sub-Adviser to provide the Fund with the benefit of the Sub-Adviser's execution capabilities at no additional charge and then transfer or step-out the confirmation and settlement responsibilities of such transactions to the broker-dealer(s) selected by the Sub-Adviser. In connection with a step-out, transaction charges shall be paid by the Fund to the broker-dealers selected by the Sub-Adviser and not to the Sub-Adviser. In addition to selecting brokers or dealers to execute transactions for the Fund, the Sub-Adviser may, subject to its duty to seek best execution at the best available price, also act as a broker for the Fund from time to time at rates not exceeding the usual and customary broker's commission. Under Federal law, the Sub-Adviser must obtain the Investment Manager's consent to effect agency cross transactions for the Fund, which consent is hereby granted. The Sub-Adviser represents, warrants and covenants that all agency cross transactions for the Fund will be effected by the Sub-Adviser strictly in accordance with Rule 206(3)-2 under the Advisers Act. An agency cross transaction is where the Sub-Adviser purchases or sells securities from or to a non-managed account on behalf of a client's managed account. Pursuant to this consent, the Sub-Adviser will only effect an agency cross transaction for the Fund with a non-managed account. When the Sub-Adviser crosses transactions in connection with a step-out, the Sub-Adviser will receive a commission from the transaction only with respect to the non-managed account and will not receive a commission from the transaction with respect to the Fund. In an agency cross transaction where the Sub-Adviser acts as broker for the Fund, the Sub-Adviser receives commissions from both sides of the trade and there is a potentially conflicting division of loyalties and responsibilities. However, as both sides to the trade want to execute the transaction at the best price without moving the market price in either direction, the Sub-Adviser believes that an agency cross transaction will aid both sides to the trade in obtaining the best price for the trade. THE TRUST OR THE INVESTMENT MANAGER MAY REVOKE THIS CONSENT BY WRITTEN NOTICE TO THE SUB-ADVISER AT ANY TIME.

Execution of Portfolio Transactions. In connection with the investment Sub-Advisor is responsible for decisions to buy and reinvestment of the assets of sell securities for the ------------------------------------ Portfolio, the broker-dealer selection, and negotiation of its brokerage commission rates. Sub-Adviser is responsible for Advisor shall determine the selection of broker-dealers securities to execute purchase and sale transactions for be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-AdviserAdvisor's primary consideration in placing Portfolio investment securities transactions with broker-dealers for execution will be is to obtain, obtain and maintain the availability of, of best execution at the best available pricenet price and in the most effective manner possible. The Sub-Advisor may consider sale of the shares of the Portfolio, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any such a broker-dealers dealer that provides research services to the Sub-Advisor for the Portfolio's use an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor's overall ongoing responsibilities with respect to the Portfolio and other accounts as to which the Portfolio. The Sub-Adviser exercises investment discretion (as such term Advisor is defined in section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The regulations and the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment ManagerManager and, in such form as may be mutually agreed to by the parties heretoany event, at least once each calendar year if no specific request is made, indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser Advisor to use a broker-dealer which broker that provides research services or to use a particular broker-dealer which broker that the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser Advisor is responsible for decisions to buy and sell securities for the selection of Portfolio, broker-dealers dealer selection, and negotiation of its brokerage commission rates. Sub-Advisor shall determine the securities to execute purchase and sale transactions for be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-AdviserAdvisor's primary consideration in placing Portfolio investment securities transactions with broker-dealers for execution will be is to obtain, obtain and maintain the availability of, of best execution at the best available pricenet price and in the most effective manner possible. The Sub-Advisor may consider sale of the shares of the Portfolio and/or contracts that permit allocations of contract values to sub-accounts that purchase shares of the Portfolio, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any such a broker-dealers dealer that provides research services to the Sub-Advisor for the Portfolio's use an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor's overall ongoing responsibilities with respect to the Portfolio and other accounts as to which the Portfolio. The Sub-Adviser exercises investment discretion (as such term Advisor is defined in section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment ManagerManager and, in such form as may be mutually agreed to by the parties heretoany event, at least once each calendar year if no specific request is made, indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and futures commission merchants ("FCMs") and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers and FCM's (including, to the extent permissible under applicable law, broker-dealers and FCMs affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended. 4. Reports by the Sub-Adviser. The Sub-Adviser shall furnish the Investment Manager monthly, quarterly and annual reports, in such form as may be mutually agreed to by the parties hereto, concerning transactions and performance of the Portfolio, including information required in the Registration Statement or information necessary for the Investment Manager to review the Portfolio or discuss the management of it. The Sub-Adviser shall permit the books and records maintained with respect to the Portfolio to be inspected and audited by the Trust, the Investment Manager or their respective agents at all reasonable times during normal business hours upon reasonable notice. The Sub-Adviser shall immediately notify both the Investment Manager and the Trust of any legal process served upon it in connection with its activities hereunder, including any legal process served upon it on behalf of the Investment Manager, the Portfolio or the Trust. The Sub-Adviser shall promptly notify the Investment Manager of any changes in any information regarding the Sub-Adviser or the investment program for the Portfolio as described in the Registration Statement. 5. Compensation of the Sub-Adviser. The amount of the compensation to the Sub-Adviser is computed at an annual rate. The fee shall be payable monthly in arrears, based on the average daily net assets of the Portfolio for each month, at the annual rate set forth in Exhibit A to this Agreement. In computing the fee to be paid to the Sub-Adviser, the net asset value of the Portfolio shall be valued as set forth in the Registration Statement. If this Agreement is terminated, the payment described herein shall be prorated to the date of termination. The Investment Manager and the Sub-Adviser shall not be considered as partners or participants in a joint venture. The Sub-Adviser will pay its own expenses for the services to be provided pursuant to this Agreement and will not be obligated to pay any expenses of the Investment Manager, the Portfolio or the Trust. Except as otherwise specifically provided herein, the Investment Manager, the Portfolio and the Trust will not be obligated to pay any expenses of the Sub-Adviser. 6.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, ------------------------------------ the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and futures commission merchants ("FCMs") and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers and FCM's (including, to the extent permissible under applicable law, broker-dealers and FCMs affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited towhich may include: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Sub-Adviser will submit reports on such allocations to the Sub-Adviser and the Investment Manager regularly as requested by the Sub-Adviser or the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Sub-Adviser or the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Sub-Adviser or the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the best method of execution available, including the overall cost of execution; the reliability, integrity and financial condition of the broker-dealerdealer or financial intermediary used; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers as well as brokerage and/or research services shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations allocations, brokerage services, and research services to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers or others to whom such allocations have been made and from whom such brokerage and/or research has been received and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer dealer, which provides research services services, or to use a particular broker-dealer which that the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited towhich may include: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Sub-Adviser may aggregate purchase and sell orders for the Portfolio with contemporaneous purchase and sell orders for other clients of the Sub-Sub-Adviser or its affiliated persons, and the Investment Manager and Sub-Adviser acknowledge that such aggregation may not result in a more favorable price or lower brokerage commission in all instances. The Sub-Sub-Adviser will submit reports on such allocations to the Sub-Adviser and the Investment Manager regularly as requested by the Sub-Adviser or the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Sub-Adviser or the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Sub-Adviser or the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser Advisor is responsible for decisions to buy and sell -------------------------------------- securities for the selection of Portfolio, broker-dealers dealer selection, and negotiation of its brokerage commission rates. Sub-Advisor shall determine the securities to execute purchase and sale transactions for be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time. The Sub-Advisor may consider sale of the shares of the Portfolio, as well as recommendations of the negotiation Investment Manager, subject to the requirements of brokerage commission rates with such executing broker-dealersbest net price and most favorable execution. GenerallyWith respect to brokerage, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any such a broker-dealers dealer that provides research services to the Sub-Advisor for the Portfolio's use an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor's overall ongoing responsibilities with respect to the Portfolio and other accounts as to which the Portfolio. The Sub-Adviser exercises investment discretion (as such term Advisor is defined in section 3(a)(35) of further authorized to allocate the 1934 Act). Allocation of orders placed by the Sub-Adviser it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment ManagerManager and, in such form as may be mutually agreed to by the parties heretoany event, at least once each calendar year if no specific request is made, indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the ------------------------------------ Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ PortfolioFund, the ------------------------------------ Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio Fund in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees Directors may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio Fund investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and Futures Commission Merchants ("FCMs") and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the best method of execution available, including the overall cost of execution; the reliability, integrity and financial condition of the broker-dealerdealer or financial intermediary used; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio Fund on a continuing basis. Subject to such policies and procedures as the Trustees Directors may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio Fund through broker-dealers and FCMs (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio Fund to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio Fund and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio Fund to such broker-dealers as well as brokerage and/or research services shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations allocations, brokerage services, and research services to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers or others to whom such allocations have been made and from whom such brokerage and/or research has been received and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the PortfolioFund, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the PortfolioFund's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer dealer, which provides research services services, or to use a particular broker-dealer which that the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets ------------------------------------ of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and Futures Commissions Merchants ("FCMs") and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the best method of execution available, including the overall cost of execution; the reliability, integrity and financial condition of the broker-dealerdealer or financial intermediary used; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (includingand FCMs(including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers as well as brokerage and/or research services shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations allocations, brokerage services, and research services to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers or others to whom such allocations have been made and from whom such brokerage and/or research has been received and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer dealer, which provides research services services, or to use a particular broker-dealer which that the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with The Sub-Advisor is responsible for decisions to buy and sell securities for ------------------------------------ the investment and reinvestment of the assets of the ------------------------------------ Portfolio, broker-dealer selection, and negotiation of its brokerage commission rates. The Investment Manager shall, to the extent necessary and within its control, assist in the establishment and maintenance of brokerage accounts and other accounts the Sub-Adviser is responsible Advisor deems advisable to allow for the selection purchase or sale of broker-dealers to execute purchase and sale transactions securities for the Portfolio pursuant to this Agreement. Sub-Advisor shall determine the securities to be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, including, to the extent permissible under applicable law, brokers or dealers affiliated with the Sub-Advisor, in conformity with the policy regarding with respect to brokerage as set forth in the Registration StatementTrust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-AdviserAdvisor's primary consideration in placing Portfolio investment securities transactions with broker-dealers for execution will be is to obtain, obtain and maintain the availability of, of best execution at the best available pricenet price and in the most effective manner possible. The Sub-Advisor may consider sale of the shares of the Portfolio, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, Advisor will take all relevant factors the following into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be greater than that available from other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Board of Trustees of the Trust may determine, the Sub-Adviser Advisor shall not be deemed to have discretion acted unlawfully or to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution have breached any duty solely by reason of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause its having caused the Portfolio to pay any such a broker-dealers dealer that provides research services to the Sub-Advisor for the Portfolio's use an amount of commission 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 Sub-Adviser Advisor determines in good faith that such amount of commission is was reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-AdviserAdvisor's overall ongoing responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed serviced by the Sub-Adviser Advisor. The Sub-Advisor is further authorized to allocate the orders placed by it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The regulations and the Sub-Adviser Advisor will submit reports report on such said allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, Manager indicating the broker-dealers brokers to whom such allocations have been made and the basis therefor. Subject to Purchase or sell orders for the foregoing provisions Portfolio may be aggregated with contemporaneous purchase or sell orders of this paragraph 3, other clients of the Sub-Adviser may also consider sales Advisor to the extent permissible under applicable law. The Sub-Advisor shall have no liability for the acts or omissions of shares any custodian of the Portfolio, or may consider or follow recommendations 's assets. The Sub-Advisor shall have no responsibility for the segregation requirement of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services ICA or to use a particular broker-dealer which the Investment Manager has recommendedother applicable law.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, Statement or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, of best execution at the best available priceexecution. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the interest of the Portfolio as well as other accounts as to which the Sub-Adviser exercises investment discretion, the Sub-Adviser may, but shall be under no obligation to, aggregate the securities to be purchased or sold in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other accounts. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended.

Execution of Portfolio Transactions. Subject to the supervision and control of the Adviser, which in turn is subject to the supervision and control of the Trustees, the Sub-Adviser in its discretion shall determine which issuers and securities or other investments shall be purchased, held, sold or exchanged by the Sub-Portfolio or otherwise represented in the Sub-Portfolio's investment portfolio from time to time and, subject to the provisions of this section 3 of the Agreement, shall place orders with and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed. Custody of the Sub-Portfolio shall be maintained by a custodian bank (the "Custodian") designated by the Trust, and the Adviser shall authorize the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Sub-Portfolio. No assets may be withdrawn from the Sub-Portfolio other than for settlement of transactions on behalf of the Sub-Portfolio, except upon the written authorization of appropriate officers of the Trust who shall have been certified as such by proper authorities of the Trust prior to the withdrawal. In connection with the investment and reinvestment of the assets of the ------------------------------------ Sub-Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase purchase, sale, exchange and sale other transactions for the Sub-Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from form time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Sub-Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Sub-Portfolio on a continuing basis. Subject to such policies polices and procedures as the Trustees may determinedetermine and communicate in writing to the Sub-Adviser, the Sub-Adviser shall have discretion to effect investment transactions for the Sub-Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or and /or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Sub-Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Sub-Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the Securities and Exchange Act of 1934 (the "1934 Act") (the "Separate Accounts"). Allocation of orders placed by The Sub-Adviser shall not be required to use a broker-dealer which provides research services to the Adviser or other sub-advisers or to use a particular broker-dealer which the Adviser has recommended. On occasions when the Sub-Adviser on behalf deems the purchase or sale of the Portfolio a security to such broker-dealers shall be in such amounts and proportions as the best interest of the Sub-Adviser shall determine Portfolio as well as other Separate Accounts, the Sub-Adviser, in good faith in and conformity with its responsibilities under applicable laws, rules and regulationsregulations may, but shall not be required to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and achieve more efficient execution. The Sub-Adviser will submit reports on In the event of such allocations to an allocation, the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made allocation of securities and the basis therefor. Subject to the foregoing provisions of this paragraph 3, related transaction expenses shall be made by the Sub-Adviser may also consider sales of shares of among the Sub-Portfolio, or may consider or follow recommendations the Portfolio and other clients of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a brokerin such manner as the Sub-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommendedAdviser reasonably believes is fair and equitable and consistent with its fiduciary obligations.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ PortfolioFund, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio Fund in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees Directors may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio Fund investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the best method of execution available, including the overall cost of execution; the reliability, integrity and financial condition of the broker-dealerdealer or financial intermediary used; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio Fund on a continuing basis. Subject to such policies and procedures as the Trustees Directors may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio Fund to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio Fund and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio Fund to such broker-dealers as well as brokerage and/or research services shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations allocations, brokerage services, and research services to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers or others to whom such allocations have been made and from whom such brokerage and/or research has been received and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the PortfolioFund, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the PortfolioFund's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer dealer, which provides research services services, or to use a particular broker-dealer which that the Investment Manager has recommended.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which the Investment Manager has recommended. In lieu of selecting broker-dealers to execute transactions for the Fund, the Sub-Adviser may execute such transactions for the Fund provided that it "steps-out" such transactions to the broker-dealers selected by the Sub-Adviser. A step-out is a service provided by the New York Stock Exchange and other markets which allows the Sub-Adviser to provide the Fund with the benefit of the Sub-Adviser's execution capabilities at no additional charge and then transfer or step-out the confirmation and settlement responsibilities of such transactions to the broker-dealer(s) selected by the Sub-Adviser. In connection with a step-out, transaction charges shall be paid by the Fund to the broker-dealers selected by the Sub-Adviser and not to the Sub-Adviser. In addition to selecting brokers or dealers to execute transactions for the Fund, the Sub-Adviser may, subject to its duty to seek best execution at the best available price, also act as a broker for the Fund from time to time at rates not exceeding the usual and customary broker's commission. Under Federal law, the Sub-Adviser must obtain the Investment Manager's consent to effect agency cross transactions for the Fund, which consent is hereby granted. The Sub-Adviser represents, warrants and covenants that all agency cross transactions for the Fund will be effected by the Sub-Adviser strictly in accordance with Rule 206(3)-2 under the Advisers Act. An agency cross transaction is where the Sub-Adviser purchases or sells securities from or to a non-managed account on behalf of a client's managed account. Pursuant to this consent, the Sub-Adviser will only effect an agency cross transaction for the Fund with a non-managed account. When the Sub-Adviser crosses transactions in connection with a step-out, the Sub-Adviser will receive a commission from the transaction only with respect to the non-managed account and will not receive a commission from the transaction with respect to the Fund. In an agency cross transaction where the Sub-Adviser acts as broker for the Fund, the Sub-Adviser receives commissions from both sides of the trade and there is a potentially conflicting division of loyalties and responsibilities. However, as both sides to the trade want to execute the transaction at the best price without moving the market price in either direction, the Sub-Adviser believes that an agency cross transaction will aid both sides to the trade in obtaining the best price for the trade. THE TRUST OR THE INVESTMENT MANAGER MAY REVOKE THIS CONSENT BY XXXXXX NOTICE TO THE SUB-ADVISER AT ANY TIME.

Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets of the ------------------------------------ Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) to execute purchase and sale transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration Statement, or as the Trustees may determine from time to time, as well as the negotiation of brokerage commission rates with such executing broker-dealers. The Investment Manager shall, to the extent necessary and within its control, assist in the establishment and maintenance of brokerage accounts and other accounts the Sub-Adviser deems advisable to allow for the purchase or sale of securities for the Portfolio pursuant to this Agreement. Generally, the Sub-Adviser's primary consideration in placing Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. The Sub-Adviser may consider sale of shares of the Portfolio, as well as recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution. Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating brokerage commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay any such broker-dealers an amount of commission 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 Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with respect to the Portfolio and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the Portfolio to such broker-dealers Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor. Subject to Purchase or sell orders for the foregoing provisions Portfolio may be aggregated with contemporaneous purchase or sell orders of this paragraph 3, the Sub-Adviser may also consider sales other clients of shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales into account, as factors in the selection of broker-dealers to effect the Portfolio's investment transactions. Notwithstanding the above, nothing shall require the Sub-Adviser to use a brokerthe extent permissible under applicable law. The Sub-dealer which provides research services Adviser shall have no liability for the acts or omissions of any custodian of the Portfolio's assets. The Sub-Adviser shall have no responsibility for the segregation requirement of the ICA or other applicable law other than to use a particular broker-dealer which provide notice to the Investment Manager has recommendedCustodian of any positions requiring segregation and the Portfolio's assets that may be segregated.