Common use of EXECUTION OF PURCHASE AND SALE ORDERS Clause in Contracts

EXECUTION OF PURCHASE AND SALE ORDERS. The Sub-Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection and for negotiation of brokerage commission rates, provided that the Sub-Adviser shall not direct orders to an affiliated person of the Sub-Adviser without general prior authorization to use such affiliated broker or dealer from the Board of Trustees. The Sub-Adviser's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Sub-Adviser may take the following into consideration: 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 Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Sub-Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities with respect to the Fund or accounts for which the Sub-Adviser has investment discretion. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Fund, the Sub-Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine, and the Sub-Adviser shall report on such allocations regularly to the Fund, indicating the broker-dealers to whom such allocations have been made, the amount of such allocation and the basis therefor. The Sub-Adviser is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best price and execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients (to the extent that the Sub-Adviser may, in the future, have other clients), the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price and execution or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. Subject to the provisions of the 1940 Act and other applicable law, and prior authorization of the Board as described above, the Sub-Adviser, any of its affiliates or any affiliates of its affiliates may retain compensation in connection with effecting the Fund's portfolio transactions, including transactions effected through others. If any occasion should arise in which the Sub-Adviser gives any advice to clients of the Sub-Adviser concerning the shares of any Fund, the Sub-Adviser will act solely as investment counsel for such client and not in any way on behalf of the Fund.

EXECUTION OF PURCHASE AND SALE ORDERS. The Sub-Adviser shall be responsible for decisions to buy and sell securities for the Fund, for broker-dealer selection and for negotiation of brokerage commission rates, provided that the Sub-Adviser shall not direct orders to an affiliated person of the Sub-Adviser without general prior authorization to use such affiliated broker or dealer from the Board of TrusteesTrustees and the Adviser. The Sub-Adviser's primary consideration in effecting a securities transaction will be execution at the most favorable priceto obtain best execution. In selecting a broker-dealer to execute each particular transaction, the Sub-Adviser may take the following into consideration: 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 Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Sub-Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities with respect to the Fund or accounts for which the Sub-Adviser has investment discretion. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Fund, the Sub-Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine, and the Sub-Adviser shall report on such allocations regularly to the Fund, indicating the broker-dealers to whom such allocations have been made, the amount of such allocation and the basis therefor. The Sub-Adviser is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best price and execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Fund, as well as of other clients (to the extent that the Sub-Adviser may, in the future, have other clients), the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price and execution or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. Subject to the provisions of the 1940 Act and other applicable law, and prior authorization of the Board as described above, the Sub-Adviser, any of its affiliates or any affiliates of its affiliates may retain compensation in connection with effecting the Fund's portfolio transactions, including transactions effected through others. If any occasion should arise in which the Sub-Adviser gives any advice to clients of the Sub-Adviser concerning the shares of any Fund, the Sub-Adviser will act solely as investment counsel for such client and not in any way on behalf of the Fund.

EXECUTION OF PURCHASE AND SALE ORDERS. The Sub-Adviser shall be responsible for decisions to buy and sell In connection with purchases or sales of portfolio securities for the account of the Fund, it is understood that you will arrange for brokerthe placing of all orders for the purchase and sale of portfolio securities for the account with brokers or dealers selected by you (or the sub-dealer adviser), subject to review of this selection and for negotiation of brokerage commission rates, provided that the Sub-Adviser shall not direct orders to an affiliated person of the Sub-Adviser without general prior authorization to use such affiliated broker or dealer from the Board of Trustees. The Sub-Adviser's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transaction, the Sub-Adviser may take the following into consideration: 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 Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determinefrom time to time. You (or the sub-adviser) will be responsible for the negotiation and the allocation of principal business and portfolio brokerage. In the selection of such brokers or dealers and the placing of such orders, you (or the sub-adviser) are directed at all times to seek for the Fund the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the Subexecution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. You (or any sub-Adviser shall not be deemed adviser) should generally seek favorable prices and commission rates that are reasonable in relation to have acted unlawfully the benefits received. In seeking best qualitative execution, you (or the sub-adviser) are authorized to have breached any duty created by this Agreement select brokers or otherwise solely by reason of its having caused dealers who also provide brokerage and research services to the Fund and/or the other accounts over which you exercise investment discretion. You (or the sub-adviser) are authorized to pay a broker or dealer that who provides (directly or indirectly) such brokerage or and research services to the Sub-Adviser an amount of a commission for effecting a executing the Fund portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if you (or the Subsub-Adviser determines adviser) determine in good faith that such the amount of the commission was is reasonable in relation to the value of the brokerage and research services provided by such the executing broker or dealer, . The determination may be viewed in terms of either that a particular transaction or the Subyour (or any sub-Adviser's adviser’s) overall responsibilities with respect to the Fund and to accounts over which you (or accounts for which the Subany sub-Adviser has adviser) exercise investment discretion. The SubFund and you (and any sub-Adviser is further authorized to allocate adviser) understand and acknowledge that, although the orders placed by it on behalf of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Fund, the Sub-Adviser, or any affiliate of either. Such allocation shall information may be in such amounts and proportions as the Sub-Adviser shall determine, and the Sub-Adviser shall report on such allocations regularly to the Fund, indicating the broker-dealers to whom such allocations have been made, the amount of such allocation and the basis therefor. The Sub-Adviser is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best price and execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients (to the extent that the Sub-Adviser may, in the future, have other clients), the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price and execution or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations useful to the Fund and you (and any sub-adviser), it is not possible to place a dollar value on such other clientsinformation. The Board of Trustees shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. Subject to the provisions of the 1940 Act Act, and other applicable law, and prior authorization of the Board as described above, the Subyou (or any sub-Adviseradviser), any of its your (and any sub-adviser’s) affiliates or any affiliates of its your (or any sub-adviser’s) affiliates may retain compensation in connection with effecting the Fund's ’s portfolio transactions, including transactions effected through others. If any occasion should arise in which the Subyou (or any sub-Adviser gives adviser) give any advice to your clients (or clients of the Subany sub-Adviser adviser) concerning the shares of any the Fund, the Subyou (or any sub-Adviser adviser) will act solely as investment counsel for such client and not in any way on behalf of the Fund.

EXECUTION OF PURCHASE AND SALE ORDERS. The Sub-Adviser shall be responsible for decisions With respect to buy and sell the Sub- Advised Assets, in connection with purchases or sales of portfolio securities for the Fund, for broker-dealer selection and for negotiation of brokerage commission rates, provided that the Sub-Adviser shall not direct orders to an affiliated person accounts of the Sub-Adviser without general prior authorization to use such affiliated broker or dealer from the Board of Trustees. The Sub-Adviser's primary consideration in effecting a securities transaction will be execution at the most favorable price. In selecting a broker-dealer to execute each particular transactionFund, the Sub-Adviser may take will arrange for the following into consideration: placing of all orders for the purchase and sale of portfolio securities for the account with brokers or dealers selected by the Sub-Adviser. The Sub- Adviser's selection of brokers and dealers will be reviewed by the Board from time to time. The Sub-Adviser will be responsible for the negotiation and the allocation of principal business and portfolio brokerage. In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser will use its best net price available; efforts to seek to obtain for the reliability, integrity and financial condition Fund "best execution," considering all 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 Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offeredcircumstances. Subject to such policies as the Board of Trustees may determineits obligations under this Section 3, the Sub-Adviser shall not be deemed permitted to have acted unlawfully aggregate trades for the purchase and sale of the Fund's portfolio securities and allocate such securities in accordance with the Sub-Adviser's aggregation and allocation policies and procedures. The Sub-Adviser should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received. In seeking best execution, the Sub- Adviser is authorized to select brokers or dealers who also provide brokerage and research services to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund and/or the other accounts over which it exercises investment discretion. The Sub-Adviser is authorized to pay a broker or dealer that who provides (directly or indirectly) such brokerage or and research services to the Sub-Adviser an amount of a commission for effecting a executing the Fund' portfolio transaction that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Sub-Adviser determines in good faith that such the amount of the commission was is reasonable in relation to the value of the brokerage and research services provided by such the executing broker or dealer, . The determination may be viewed in terms of either that a particular transaction or the Sub-Sub- Adviser's overall responsibilities with respect to the Fund or and to accounts for over which the Sub- Adviser exercises investment discretion. The Adviser and the Sub-Adviser has investment discretionunderstand and acknowledge that, although the information may be useful to the Fund and the Sub-Adviser, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. The Sub-Adviser is further authorized may not give consideration to allocate the orders placed by it on behalf sales of shares of the Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Fund, the Sub-Adviser, or any affiliate of either. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine, and the Sub-Adviser shall report on such allocations regularly to the Fund, indicating the broker-dealers to whom such allocations have been made, the amount of such allocation and the basis therefor. The Sub-Adviser is also authorized to consider sales of shares as a factor in the selection of brokers or and dealers to execute portfolio transactions, subject to the requirements of best price and execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients (to the extent that the Sub-Adviser may, in the future, have other clients), the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price and execution or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. Subject to the provisions of the 1940 Act and other applicable law, and prior authorization of the Board as described above, the Sub-Adviser, any of its affiliates or any affiliates of its affiliates may retain compensation in connection with effecting the Fund's portfolio transactions, including transactions effected through others. If any occasion should arise in which the Sub-Adviser gives any advice to clients of the Sub-Adviser concerning the shares of any Fund, the Sub-Adviser will act solely as investment counsel for such client and not in any way on behalf of the FundSection 4.