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 and the Adviser. The Sub-Adviser's primary consideration in effecting a securities transaction will be to 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, as well as of 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 Trustees and the AdviserTrustees. The Sub-Adviser's primary consideration in effecting a securities transaction will be to obtain best executionexecution 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, 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 a Fund, it is understood that you (or the applicable sub-adviser retained pursuant to paragraph 2 above) 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 by the Board of Trustees from time to time. You (or the sub-adviser) will be responsible for the negotiation and the Adviser. The Sub-Adviser's primary consideration in effecting a securities transaction will be to obtain best executionallocation of principal business and portfolio brokerage. In selecting a brokerthe 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 Funds the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer to execute each particular transactionspread), the Sub-Adviser may take the following into consideration: the best net price available; the reliabilityexecution capability, integrity financial responsibility and financial condition responsiveness of the broker-dealer; the size of and difficulty in executing the order; broker or dealer and the value of brokerage and research services provided by the expected contribution of broker or dealer. You (or the brokersub-dealer adviser) should generally seek favorable prices and commission rates that are reasonable in relation to the investment performance of benefits received. In seeking best qualitative execution, you (or the Fund on a continuing basis. The price sub-adviser) are authorized to select brokers or dealers who also provide brokerage and research services to the Fund in any transaction may be less favorable than that available from another brokerand/or the other accounts over which you exercise investment discretion. You (or the sub-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 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 executing a 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 your (or the Subsub-Adviser's adviser's) overall responsibilities with respect to the Fund and to accounts over which you (or accounts for which the Subsub-Adviser has adviser) exercise investment discretion. The SubFunds and you (and the sub-Adviser adviser) understand and acknowledge that, although the information may be useful to the Funds and you (and the sub-adviser), it is further authorized not possible to allocate place a dollar value on such information. The Board of Trustees shall periodically review the orders placed commissions paid by it on behalf of the each Fund to such brokers or dealers who also provide research or statistical material, or other services, determine if the commissions paid over representative periods of time were reasonable in relation to the benefits 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, 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 SubIn connection with purchases or sales of portfolio securities for the account of the Company, it is understood that you (or the applicable sub-Adviser shall adviser retained pursuant to paragraph 2 above) will arrange for the 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-adviser), subject to review of this selection by the Board of Directors from time to time. You (or the sub-adviser) will be responsible for decisions 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 buy and sell securities seek for the FundCompany the best qualitative execution, for broker-dealer selection and for negotiation of taking into account such factors as price (including the applicable brokerage commission ratesor dealer spread), provided that the Sub-Adviser shall not direct orders to an affiliated person execution capability, financial responsibility and responsiveness of the Sub-Adviser without general prior authorization to use such affiliated broker or dealer from the Board of Trustees and the Adviserbrokerage and research services provided by the broker or dealer. The SubYou (or the sub-Adviser's primary consideration adviser) should generally seek favorable prices and commission rates that are reasonable in effecting a securities transaction will be relation to obtain best executionthe benefits received. In selecting a brokerseeking best qualitative execution, you (or the sub-dealer adviser) are authorized to execute each particular transaction, the Sub-Adviser may take the following into consideration: the best net price available; the reliability, integrity select brokers or dealers who also provide brokerage 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 research services to the Company and/or the other accounts over which you exercise investment performance of discretion. You (or the Fund on a continuing basis. The price to the Fund in any transaction may be less favorable than that available from another brokersub-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 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 executing a Company 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 your (or the Subsub-Adviser's adviser’s) overall responsibilities with respect to the Fund Company and to accounts over which you (or accounts for which the Subsub-Adviser has adviser) exercise investment discretion. The SubCompany and you (and the sub-Adviser adviser) understand and acknowledge that, although the information may be useful to the Company and you (and the sub-adviser), it is further authorized not possible to allocate place a dollar value on such information. The Board of Directors shall periodically review the orders placed commissions paid by it the Company to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Company. A broker’s or dealer’s sale or promotion of Company shares shall not be a factor considered by your personnel responsible for selecting brokers to effect securities transactions on behalf of the Fund Company. You and your personnel shall not enter into any written or oral agreement or arrangement to compensate a broker or dealer for any promotion or sale of Company shares by directing to such broker or dealer (i) the Company’s portfolio securities transactions or (ii) any remuneration, including but not limited to, any commission, mark-up, mark down or other fee received or to be received from the Company’s portfolio transactions through such broker or dealer. However, you may place Company portfolio transactions with brokers or dealers who also provide research that sell 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 promote 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 Company provided the Board of other clients, Directors has adopted policies and procedures under Rule 12b-1(h) under the Sub-Adviser, to the extent permitted by applicable laws Act and regulations, may aggregate the securities to be so purchased or sold such transactions are conducted in order to obtain the most favorable price compliance with those policies 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 clientsprocedures. Subject to the provisions of the 1940 Act Act, and other applicable law, and prior authorization of you (or the Board as described above, the Subsub-Adviseradviser), any of its your (and the sub-adviser’s) affiliates or any affiliates of its your (or the sub-adviser’s) affiliates may retain compensation in connection with effecting the Fund's a Company’s portfolio transactions, including transactions effected through others. If any occasion should arise in which you (or the Subsub-Adviser gives adviser) give any advice to your clients (or clients of the Subsub-Adviser adviser) concerning the shares of any Fundthe Company, you (or the Subsub-Adviser adviser) will act solely as investment counsel for such client and not in any way on behalf of the FundCompany.

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 a Fund, it is understood that you (or the applicable sub-adviser retained pursuant to paragraph 2 above) 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 by the Board of Trustees from time to time. You (or the sub-adviser) will be responsible for the negotiation and the Adviserallocation of principal business and portfolio brokerage. The SubIn the selection of such brokers or dealers and the placing of such orders, you (or the sub-Adviser's primary consideration in effecting a securities transaction will be adviser) are directed at all times to obtain seek for the Funds the best execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. You (or the sub-adviser) should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received. In selecting a brokerseeking best execution, you (or the sub-dealer adviser) are authorized to execute each particular transaction, the Sub-Adviser may take the following into consideration: the best net price available; the reliability, integrity select brokers or dealers who also provide brokerage 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 research services to the Fund in any transaction may be less favorable than that available from another brokerand/or the other accounts over which you exercise investment discretion. You (or the sub-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 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 executing a 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 your (or the Subsub-Adviser's adviser’s) overall responsibilities with respect to the Fund and to accounts over which you (or accounts for which the Subsub-Adviser has adviser) exercise investment discretion. The SubFunds and you (and the sub-Adviser adviser) understand and acknowledge that, although the information may be useful to the Funds and you (and the sub-adviser), it is further authorized not possible to allocate place a dollar value on such information. The Board of Trustees shall periodically review the orders placed commissions paid by it each Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. A broker’s or dealer's sale or promotion of Fund shares shall not be a factor considered by your personnel responsible for selecting brokers to effect securities transactions on behalf of the Fund. You and your personnel shall not enter into any written or oral agreement or arrangement to compensate a broker or dealer for any promotion or sale of Fund shares by directing to such broker or dealer (i) the Fund's portfolio securities transactions or (ii) any remuneration, including but not limited to, any commission, xxxx-up, xxxx down or other fee received or to be received from the Fund's portfolio transactions through such broker or dealer. However, you may place Fund portfolio transactions with brokers or dealers who also provide research that sell 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 promote 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 Fund provided the Board of other clients, Trustees has adopted policies and procedures under Rule 12b-1(h) under the Sub-Adviser, to the extent permitted by applicable laws Act and regulations, may aggregate the securities to be so purchased or sold such transactions are conducted in order to obtain the most favorable price compliance with those policies 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 clientsprocedures. Subject to the provisions of the 1940 Act Act, and other applicable law, and prior authorization of you (or the Board as described above, the Subsub-Adviseradviser), any of its your (and the sub-adviser’s) affiliates or any affiliates of its your (or the sub-adviser’s) affiliates may retain compensation in connection with effecting the a Fund's ’s portfolio transactions, including transactions effected through others. If any occasion should arise in which you (or the Subsub-Adviser gives adviser) give any advice to your clients (or clients of the Subsub-Adviser adviser) concerning the shares of any a Fund, you (or the Subsub-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 to buy and sell In connection with purchases or sales of portfolio securities for the account of a Fund, it is understood that you (or the applicable sub-adviser retained pursuant to paragraph 2 above) 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 by the Board of Trustees from time to time. You (or the sub-adviser) will be responsible for the negotiation and the Adviser. The Sub-Adviser's primary consideration in effecting a securities transaction will be to obtain best executionallocation of principal business and portfolio brokerage. In selecting a brokerthe 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 Funds the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer to execute each particular transactionspread), the Sub-Adviser may take the following into consideration: the best net price available; the reliabilityexecution capability, integrity financial responsibility and financial condition responsiveness of the broker-dealer; the size of and difficulty in executing the order; broker or dealer and the value of brokerage and research services provided by the expected contribution of broker or dealer. You (or the brokersub-dealer adviser) should generally seek favorable prices and commission rates that are reasonable in relation to the investment performance of benefits received, in seeking best qualitative execution, you (or the Fund on a continuing basis. The price sub-adviser) are authorized to select brokers or dealers who also provide brokerage and research services to the Fund in any transaction may be less favorable than that available from another brokerand/or the other accounts over which you exercise investment discretion. You (or the sub-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 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 executing a 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 your (or the Subsub-Adviser's adviser’s) overall responsibilities with respect to the Fund and to accounts over which you (or accounts for which the Subsub-Adviser has adviser) exercise investment discretion. The SubFunds and you (and the sub-Adviser adviser) understand and acknowledge that, although the information may be useful to the Funds and you (and the sub-adviser), it is further authorized not possible to allocate place a dollar value on such information. The Board of Trustees shall periodically review the orders placed commissions paid by it on behalf of the each Fund to such brokers or dealers who also provide research or statistical material, or other services, determine if the commissions paid over representative periods of time were reasonable in relation to the benefits 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, 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 a Fund, it is understood that you (or the applicable sub-adviser retained pursuant to paragraph 2 above) 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 by the Board of Trustees from time to time. You (or the sub-adviser) will be responsible for the negotiation and the Adviser. The Sub-Adviser's primary consideration in effecting a securities transaction will be to obtain best executionallocation of principal business and portfolio brokerage. In selecting a brokerthe 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 Funds the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer to execute each particular transactionspread), the Sub-Adviser may take the following into consideration: the best net price available; the reliabilityexecution capability, integrity financial responsibility and financial condition responsiveness of the broker-dealer; the size of and difficulty in executing the order; broker or dealer and the value of brokerage and research services provided by the expected contribution of broker or dealer. You (or the brokersub-dealer adviser) should generally seek favorable prices and commission rates that are reasonable in relation to the investment performance of benefits received. In seeking best qualitative execution, you (or the Fund on a continuing basis. The price sub-adviser) are authorized to select brokers or dealers who also provide brokerage and research services to the Fund in any transaction may be less favorable than that available from another brokerand/or the other accounts over which you exercise investment discretion. You (or the sub-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 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 executing a 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 your (or the Subsub-Adviser's adviser’s) overall responsibilities with respect to the Fund and to accounts over which you (or accounts for which the Subsub-Adviser has adviser) exercise investment discretion. The SubFunds and you (and the sub-Adviser adviser) understand and acknowledge that, although the information may be useful to the Funds and you (and the sub-adviser), it is further authorized not possible to allocate place a dollar value on such information. The Board of Trustees shall periodically review the orders placed commissions paid by it each Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. A broker’s or dealer's sale or promotion of Fund shares shall not be a factor considered by your personnel responsible for selecting brokers to effect securities transactions on behalf of the Fund. You and your personnel shall not enter into any written or oral agreement or arrangement to compensate a broker or dealer for any promotion or sale of Fund shares by directing to such broker or dealer (i) the Fund's portfolio securities transactions or (ii) any remuneration, including but not limited to, any commission, xxxx-up, xxxx down or other fee received or to be received from the Fund's portfolio transactions through such broker or dealer. However, you may place Fund portfolio transactions with brokers or dealers who also provide research that sell 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 promote 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 Fund provided the Board of other clients, Trustees has adopted policies and procedures under Rule 12b-1(h) under the Sub-Adviser, to the extent permitted by applicable laws Act and regulations, may aggregate the securities to be so purchased or sold such transactions are conducted in order to obtain the most favorable price compliance with those policies 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 clientsprocedures. Subject to the provisions of the 1940 Act Act, and other applicable law, and prior authorization of you (or the Board as described above, the Subsub-Adviseradviser), any of its your (and the sub-adviser’s) affiliates or any affiliates of its your (or the sub-adviser’s) affiliates may retain compensation in connection with effecting the a Fund's ’s portfolio transactions, including transactions effected through others. If any occasion should arise in which you (or the Subsub-Adviser gives adviser) give any advice to your clients (or clients of the Subsub-Adviser adviser) concerning the shares of any a Fund, you (or the Subsub-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 to buy and sell In connection with purchases or sales of portfolio securities for the account of a Fund, it is understood that you (or the applicable sub-adviser retained pursuant to paragraph 2 above) 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 by the Board of Trustees from time to time. You (or the sub-adviser) will be responsible for the negotiation and the Adviser. The Sub-Adviser's primary consideration in effecting a securities transaction will be to obtain best executionallocation of principal business and portfolio brokerage. In selecting a brokerthe 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 Funds the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer to execute each particular transactionspread), the Sub-Adviser may take the following into consideration: the best net price available; the reliabilityexecution capability, integrity financial responsibility and financial condition responsiveness of the broker-dealer; the size of and difficulty in executing the order; broker or dealer and the value of brokerage and research services provided by the expected contribution of broker or dealer. You (or the brokersub-dealer adviser) should generally seek favorable prices and commission rates that are reasonable in relation to the investment performance of benefits received. In seeking best qualitative execution, you (or the Fund on a continuing basis. The price sub-adviser) are authorized to select brokers or dealers who also provide brokerage and research services to the Fund in any transaction may be less favorable than that available from another brokerand/or the other accounts over which you exercise investment discretion. You (or the sub-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 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 executing a 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 your (or the Subsub-Adviser's adviser’s) overall responsibilities with respect to the Fund and to accounts over which you (or accounts for which the Subsub-Adviser has adviser) exercise investment discretion. The SubFunds and you (and the sub-Adviser adviser) understand and acknowledge that, although the information may be useful to the Funds and you (and the sub-adviser), it is further authorized not possible to allocate place a dollar value on such information. The Board of Trustees shall periodically review the orders placed commissions paid by it on behalf of the each Fund to such brokers or dealers who also provide research or statistical material, or other services, determine if the commissions paid over representative periods of time were reasonable in relation to the benefits 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, 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 a Fund, it is understood that you (or the applicable sub-adviser retained pursuant to paragraph 2 above) 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 by the Board of Trustees from time to time. You (or the sub-adviser) will be responsible for the negotiation and the Adviser. The Sub-Adviser's primary consideration in effecting a securities transaction will be to obtain best executionallocation of principal business and portfolio brokerage. In selecting a brokerthe 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 Funds the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer to execute each particular transactionspread), the Sub-Adviser may take the following into consideration: the best net price available; the reliabilityexecution capability, integrity financial responsibility and financial condition responsiveness of the broker-dealer; the size of and difficulty in executing the order; broker or dealer and the value of brokerage and research services provided by the expected contribution of broker or dealer. You (or the brokersub-dealer adviser) should generally seek favorable prices and commission rates that are reasonable in relation to the investment performance of benefits received. In seeking best qualitative execution, you (or the Fund on a continuing basis. The price sub-adviser) are authorized to select brokers or dealers who also provide brokerage and research services to the Fund in any transaction may be less favorable than that available from another brokerand/or the other accounts over which you exercise investment discretion. You (or the sub-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 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 executing a 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 your (or the Subsub-Adviser's adviser’s) overall responsibilities with respect to the Fund and to accounts over which you (or accounts for which the Subsub-Adviser has adviser) exercise investment discretion. The SubFunds and you (and the sub-Adviser adviser) understand and acknowledge that, although the information may be useful to the Funds and you (and the sub-adviser), it is further authorized not possible to allocate place a dollar value on such information. The Board of Trustees shall periodically review the orders placed commissions paid by it each Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. A broker’s or dealer’s sale or promotion of Fund shares shall not be a factor considered by your personnel responsible for selecting brokers to effect securities transactions on behalf of the Fund. You and your personnel shall not enter into any written or oral agreement or arrangement to compensate a broker or dealer for any promotion or sale of Fund shares by directing to such broker or dealer (i) the Fund’s portfolio securities transactions or (ii) any remuneration, including but not limited to, any commission, xxxx-up, xxxx down or other fee received or to be received from the Fund’s portfolio transactions through such broker or dealer. However, you may place Fund portfolio transactions with brokers or dealers who also provide research that sell 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 promote 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 Fund provided the Board of other clients, Trustees has adopted policies and procedures under Rule 12b-1(h) under the Sub-Adviser, to the extent permitted by applicable laws Act and regulations, may aggregate the securities to be so purchased or sold such transactions are conducted in order to obtain the most favorable price compliance with those policies 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 clientsprocedures. Subject to the provisions of the 1940 Act Act, and other applicable law, and prior authorization of you (or the Board as described above, the Subsub-Adviseradviser), any of its your (and the sub-adviser’s) affiliates or any affiliates of its your (or the sub-adviser’s) affiliates may retain compensation in connection with effecting the a Fund's ’s portfolio transactions, including transactions effected through others. If any occasion should arise in which you (or the Subsub-Adviser gives adviser) give any advice to your clients (or clients of the Subsub-Adviser adviser) concerning the shares of any a Fund, you (or the Subsub-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 to buy and sell In connection with purchases or sales of portfolio securities for the account of the Fund, it is understood that you (or the applicable sub-adviser retained pursuant to paragraph 2 above) 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 by the Board of Trustees from time to time. You (or the sub-adviser) will be responsible for the negotiation and the Adviser. The Sub-Adviser's primary consideration in effecting a securities transaction will be to obtain best executionallocation of principal business and portfolio brokerage. In selecting a brokerthe 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 to execute each particular transactionspread), the Sub-Adviser may take the following into consideration: the best net price available; the reliabilityexecution capability, integrity financial responsibility and financial condition responsiveness of the broker-dealer; the size of and difficulty in executing the order; broker or dealer and the value of brokerage and research services provided by the expected contribution of broker or dealer. You (or the brokersub-dealer adviser) should generally seek favorable prices and commission rates that are reasonable in relation to the investment performance of benefits received. In seeking best qualitative execution, you (or the Fund on a continuing basis. The price sub-adviser) are authorized to select brokers or dealers who also provide brokerage and research services to the Fund in any transaction may be less favorable than that available from another brokerand/or the other accounts over which you exercise investment discretion. You (or the sub-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 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 your (or the Subsub-Adviser's adviser’s) overall responsibilities with respect to the Fund and to accounts over which you (or accounts for which the Subsub-Adviser has adviser) exercise investment discretion. The SubFund and you (and the sub-Adviser adviser) understand and acknowledge that, although the information may be useful to the Fund and you (and the sub-adviser), it is further authorized not possible to allocate place a dollar value on such information. The Board of Trustees shall periodically review the orders placed commissions paid by it the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. A broker’s or dealer's sale or promotion of Fund shares shall not be a factor considered by your personnel responsible for selecting brokers to effect securities transactions on behalf of the Fund. You and your personnel shall not enter into any written or oral agreement or arrangement to compensate a broker or dealer for any promotion or sale of Fund shares by directing to such broker or dealer (i) the Fund's portfolio securities transactions or (ii) any remuneration, including but not limited to, any commission, mark-up, mark down or other fee received or to be received from the Fund's portfolio transactions through such broker or dealer. However, you may place Fund portfolio transactions with brokers or dealers who also provide research that sell 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 promote 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 Fund provided the Board of other clients, Trustees has adopted policies and procedures under Rule 12b-1(h) under the Sub-Adviser, to the extent permitted by applicable laws Act and regulations, may aggregate the securities to be so purchased or sold such transactions are conducted in order to obtain the most favorable price compliance with those policies 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 clientsprocedures. Subject to the provisions of the 1940 Act Act, and other applicable law, and prior authorization of you (or the Board as described above, the Subsub-Adviseradviser), any of its your (and the sub-adviser’s) affiliates or any affiliates of its your (or the 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 you (or the Subsub-Adviser gives adviser) give any advice to your clients (or clients of the Subsub-Adviser adviser) concerning the shares of any the Fund, you (or the Subsub-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 to buy and sell In connection with purchases or sales of portfolio securities for the account of a Fund, it is understood that you (or the applicable sub-adviser retained pursuant to paragraph 2 above) 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 by the Board of Trustees from time to time. You (or the sub-adviser) will be responsible for the negotiation and the Adviser. The Sub-Adviser's primary consideration in effecting a securities transaction will be to obtain best executionallocation of principal business and portfolio brokerage. In selecting a brokerthe 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 each Fund the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer to execute each particular transactionspread), the Sub-Adviser may take the following into consideration: the best net price available; the reliabilityexecution capability, integrity financial responsibility and financial condition responsiveness of the broker-dealer; the size of and difficulty in executing the order; broker or dealer and the value of brokerage and research services provided by the expected contribution of broker or dealer. You (or the brokersub-dealer adviser) should generally seek favorable prices and commission rates that are reasonable in relation to the investment performance of benefits received. In seeking best qualitative execution, you (or the Fund on a continuing basis. The price sub-adviser) are authorized to select brokers or dealers who also provide brokerage and research services to the Fund in any transaction may be less favorable than that available from another brokerand/or the other accounts over which you exercise investment discretion. You (or the sub-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 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 executing a 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 your (or the Subsub-Adviser's adviser’s) overall responsibilities with respect to the Fund and to accounts over which you (or accounts for which the Subsub-Adviser has adviser) exercise investment discretion. Each Fund and you (and the sub-adviser) understand and acknowledge that, although the information may be useful to a Fund and you (and the sub-adviser), it is not possible to place a dollar value on such information. The Sub-Adviser is further authorized Board of Trustees shall periodically review the commissions paid by each Fund to allocate determine if the orders placed commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. A broker’s or dealer's sale or promotion of Fund shares shall not be a factor considered by it your personnel responsible for selecting brokers to effect securities transactions on behalf of the a Fund. You and your personnel shall not enter into any written or oral agreement or arrangement to compensate a broker or dealer for any promotion or sale of Fund shares by directing to such broker or dealer (i) a Fund's portfolio securities transactions or (ii) any remuneration, including but not limited to, any commission, xxxx-up, xxxx down or other fee received or to be received from the Fund's portfolio transactions through such broker or dealer. However, you may place Fund portfolio transactions with brokers or dealers who also provide research that sell 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 promote 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 Fund provided the Board of other clients, Trustees has adopted policies and procedures under Rule 12b-1(h) under the Sub-Adviser, to the extent permitted by applicable laws Act and regulations, may aggregate the securities to be so purchased or sold such transactions are conducted in order to obtain the most favorable price compliance with those policies 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 clientsprocedures. Subject to the provisions of the 1940 Act Act, and other applicable law, and prior authorization of you (or the Board as described above, the Subsub-Adviseradviser), any of its your (and the sub-adviser’s) affiliates or any affiliates of its your (or the sub-adviser’s) affiliates may retain compensation in connection with effecting the a Fund's ’s portfolio transactions, including transactions effected through others. If any occasion should arise in which you (or the Subsub-Adviser gives adviser) give any advice to your clients (or clients of the Subsub-Adviser adviser) concerning the shares of any a Fund, you (or the Subsub-Adviser adviser) will act solely as investment counsel for such client and not in any way on behalf of the such Fund.

EXECUTION OF PURCHASE AND SALE ORDERS. The Sub-Adviser shall be responsible for decisions to buy and sell securities (a) In connection with purchases or sales of investments 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 account of the Sub-Adviser without general prior authorization to use such affiliated broker or dealer from the Board of Trustees and the Adviser. The Sub-Adviser's primary consideration in effecting a securities transaction will be to obtain best execution. In selecting a broker-dealer to execute each particular transactionSubadvised Assets, the Sub-Adviser may take will arrange for the following into consideration: placing of all orders for the best net price available; purchase and sale of investments for the reliabilityaccount with brokers or dealers selected by the Sub-Adviser, integrity and financial condition subject to review of this selection by the brokerTrust’s Board from time to time. The Sub-dealer; Adviser will be responsible for the size of and difficulty in executing the order; negotiation and the value allocation of principal business and portfolio brokerage. In the expected contribution selection of such brokers or dealers and the broker-dealer to the investment performance placing 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 determineorders, the Sub-Adviser shall not be deemed will at all times seek for the Company the best execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. (b) The Sub-Adviser will seek favorable prices and commission rates that are reasonable in relation to have acted unlawfully 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 the Company and/or the other accounts over which it exercises investment discretion. In accordance with Section 28(e) of its having caused the Fund Securities Exchange Act of 1934, as amended, 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 executing a Company 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-Adviser's ’s overall responsibilities with respect to the Fund or Company and to accounts for over which the Sub-Adviser has exercises investment discretion. The Company and the Sub-Adviser understand and acknowledge that, although the information may be useful to the Company and the Sub-Adviser, it is not possible to place a dollar value on such information. The Sub-Adviser is further authorized may not give consideration 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 of the Company as a factor in the selection of brokers or and dealers to execute Company 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. . (c) On occasions when the Sub-Adviser deems the purchase or sale of a security or other investment to be in the best interest of the Fund, Company as well as other clients of other clients, the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may may, but shall be under no obligation to, aggregate orders of the securities Company and such other clients for the purchase or sale of such security or other investment to be so purchased or sold in order attempt to obtain the most a more favorable price and execution or lower brokerage commissions and the most efficient executioncommissions. In such event, allocation 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 a manner that the manner it Sub-Adviser considers to be fair and equitable. (d) To the most equitable and consistent extent that the Sub-Adviser uses counterparties with its fiduciary obligations respect to the Fund Subadvised Assets for brokerage, futures and to options clearing and ISDA purposes, the Sub-Adviser shall use such other clientscounterparties under agreements set up by, and in the name of, the Company or the Fund. The Sub-Adviser shall not establish any brokerage, futures and options clearing or ISDA arrangements for the Subadvised Assets without the prior express written consent of the Adviser (e) Subject to the provisions of the 1940 Act 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 Company’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 Fundthe Company, the Sub-Adviser will act solely as investment counsel for such client and not in any way on behalf of the FundCompany. The Sub-Adviser’s services to the Company pursuant to this Sub-Advisory Agreement are not to be deemed to be exclusive and it is understood that the Sub-Adviser may render investment advice, management and other services to others, including other registered investment companies.

EXECUTION OF PURCHASE AND SALE ORDERS. The SubIn connection with purchases or sales of portfolio securities for the account of a Fund, it is understood that you (or the applicable sub-Adviser shall adviser retained pursuant to paragraph 2 above) will arrange for the 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-adviser), subject to review of this selection by the Board of Directors from time to time. You (or the sub-adviser) will be responsible for decisions 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 buy and sell securities seek for the FundFund the best qualitative execution, for broker-dealer selection and for negotiation of taking into account such factors as price (including the applicable brokerage commission ratesor dealer spread), provided that the Sub-Adviser shall not direct orders to an affiliated person execution capability, financial responsibility and responsiveness of the Sub-Adviser without general prior authorization to use such affiliated broker or dealer from the Board of Trustees and the Adviserbrokerage and research services provided by the broker or dealer. The SubYou (or the sub-Adviser's primary consideration adviser) should generally seek favorable prices and commission rates that are reasonable in effecting a securities transaction will be relation to obtain best executionthe benefits received. In selecting a broker-dealer seeking best qualitative execution, you (or the sub- adviser) are authorized to execute each particular transaction, the Sub-Adviser may take the following into consideration: the best net price available; the reliability, integrity select brokers or dealers who also provide brokerage 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 research services to the Fund in any transaction may be less favorable than that available from another broker-dealer if and/or the difference is reasonably justified by other aspects of accounts over which you exercise investment discretion. You (or 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 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 executing a 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 your (or the Subsub-Adviser's adviser’s) overall responsibilities with respect to the Fund and to accounts over which you (or accounts for which the Subsub-Adviser has adviser) exercise 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, you (and the Subsub-Adviser shall report on such allocations regularly to adviser) understand and acknowledge that, although 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 information may be in the best interest of the Fund, as well as of 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 the sub-adviser), it is not possible to place a dollar value on such other clientsinformation. Subject The Board of Directors 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 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 benefits 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 a Fund, it is understood that you (or the applicable sub-adviser retained pursuant to paragraph 2 above) 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 by the Board of Trustees from time to time. You (or the sub-adviser) will be responsible for the negotiation and the Adviser. The Sub-Adviser's primary consideration in effecting a securities transaction will be to obtain best executionallocation of principal business and portfolio brokerage. In selecting a brokerthe 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 to execute each particular transactionspread), the Sub-Adviser may take the following into consideration: the best net price available; the reliabilityexecution capability, integrity financial responsibility and financial condition responsiveness of the broker-dealer; the size of and difficulty in executing the order; broker or dealer and the value of brokerage and research services provided by the expected contribution of broker or dealer. You (or the brokersub-dealer adviser) should generally seek favorable prices and commission rates that are reasonable in relation to the investment performance of benefits received. In seeking best qualitative execution, you (or the Fund on a continuing basis. The price sub-adviser) are authorized to select brokers or dealers who also provide brokerage and research services to the Fund in any transaction may be less favorable than that available from another brokerand/or the other accounts over which you exercise investment discretion. You (or the sub-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 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 executing a 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 your (or the Subsub-Adviser's adviser's) overall responsibilities with respect to the Fund and to accounts over which you (or accounts for which the Subsub-Adviser has adviser) exercise 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, you (and the Subsub-Adviser shall report on such allocations regularly to adviser) understand and acknowledge that, although 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 information may be in the best interest of the Fund, as well as of 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 the sub-adviser), it is not possible to place a dollar value on such other clientsinformation. Subject 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 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 benefits 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.