Common use of Purchase and Sale of Securities Clause in Contracts

Purchase and Sale of Securities. The Subadviser shall, at its own expense, place orders for the purchase, sale or loan of securities by the Trust either directly with the issuer or with any broker and/or dealer who deals in such securities. (a) In placing orders with brokers and/or dealers, the Subadviser shall use its best efforts to obtain the best net price and the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, the Subadviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934) to or for the benefit of the Trust and/or other accounts over which the Subadviser exercises investment discretion. The Subadviser is authorized to pay a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction, if the Subadviser determines in good faith that such commission was reasonable in relation to the value of brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion. (b) The Subadviser may execute transactions through itself and its affiliates on a securities exchange provided that the commissions paid by the Trust are "reasonable and fair" compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the Trust. An affiliated broker may transmit, clear and settle transactions for the Trust that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser periodically shall review the commissions paid by the Trust and determine whether those commissions were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the Trust, in its discretion, may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust. (d) When the Subadviser deems the purchase or sale of a security to be in the best interest of the Trust as well as other customers, the Subadviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser in a manner that is equitable and consistent with applicable law and regulations and with its fiduciary obligations to the Trust and to such other customers.

Purchase and Sale of Securities. The Subadviser Adviser shall, at its own expense, place orders for the purchase, sale or loan of securities by the Trust either directly with the issuer or with any broker and/or dealer who deals in such securities. (a) In placing orders with brokers and/or dealers, the Subadviser Adviser shall use its best efforts to obtain the best net price and the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, the Subadviser Adviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934) to or for the benefit of the Trust and/or other accounts over which the Subadviser Adviser exercises investment discretion. The Subadviser Adviser is authorized to pay a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction, if the Subadviser Adviser determines in good faith that such commission was reasonable in relation to the value of brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of the Subadviser Adviser with respect to the accounts as to which it exercises investment discretion. (b) The Subadviser Adviser may execute transactions through itself and its affiliates on a securities exchange provided that the commissions paid by the Trust are "reasonable and fair" compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the Trust. An affiliated broker may transmit, clear and settle transactions for the Trust that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser periodically shall review the commissions paid by the Trust and determine whether those commissions were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the Trust, in its discretion, may instruct the Subadviser Adviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust. (d) When the Subadviser Adviser deems the purchase or sale of a security to be in the best interest of the Trust as well as other customers, the SubadviserAdviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser Adviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser Adviser in a manner that is equitable and consistent with applicable law and regulations and with its fiduciary obligations to the Trust and to such other customers.

Purchase and Sale of Securities. The Subadviser Adviser shall, at its own expense, place orders for the purchase, sale or loan of securities by the Trust either directly with the issuer or with any broker and/or dealer who deals in such securities. (a) In placing orders with brokers and/or dealers, the Subadviser Adviser shall use its best efforts to obtain the best net price and the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, the Subadviser Adviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934) to or for the benefit of the Trust and/or other accounts over which the Subadviser Adviser exercises investment discretion. The Subadviser Adviser is authorized to pay a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction, if the Subadviser Adviser determines in good faith that such commission was reasonable in relation to the value of brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of the Subadviser Adviser with respect to the accounts as to which it exercises investment discretion. (b) The Subadviser Adviser may execute transactions through itself and its affiliates on a securities exchange provided that the commissions paid by the Trust are "reasonable and fair" compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the Trust. An affiliated broker may transmit, clear and settle transactions for the Trust that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser periodically shall review the commissions paid by the Trust and determine whether those commissions were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the Trust, in its discretion, may instruct the Subadviser Adviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust. (d) When the Subadviser Adviser deems the purchase or sale of a security to be in the best interest of the Trust as well as other customers, the SubadviserAdviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser Adviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser Adviser in a manner that is equitable and consistent with applicable law and regulations and with its fiduciary obligations to the Trust and to such other customers.

Purchase and Sale of Securities. The Subadviser Investment Adviser shall, at its own expense, place orders for the purchase, sale or loan of securities by the Trust either directly with the issuer or with any broker and/or dealer who deals in such securities. (a) In placing orders with brokers and/or dealers, the Subadviser Investment Adviser shall use its best efforts to obtain the best net price and the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, the Subadviser Investment Adviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934) to or for the benefit of the Trust and/or other accounts over which the Subadviser Investment Adviser exercises investment discretion. The Subadviser Investment Adviser is authorized to pay a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction, if the Subadviser Investment Adviser determines in good faith that such commission was reasonable in relation to the value of brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of the Subadviser Investment Adviser with respect to the accounts as to which it exercises investment discretion. (b) The Subadviser Investment Adviser may execute transactions through itself and its affiliates on a securities exchange provided that the commissions paid by the Trust are "“reasonable and fair" ” compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the Trust. An affiliated broker may transmit, clear and settle transactions for the Trust that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser periodically shall review the commissions paid by the Trust and determine whether those commissions were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the Trust, in its discretion, may instruct the Subadviser Investment Adviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust. (d) When the Subadviser Investment Adviser deems the purchase or sale of a security to be in the best interest of the Trust as well as other customers, the SubadviserInvestment Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser Investment Adviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser Investment Adviser in a manner that is equitable and consistent with applicable law and regulations and with its fiduciary obligations to the Trust and to such other customers.

Purchase and Sale of Securities. The Subadviser shall, at its own expense, Investment Adviser shall place orders for the purchase, sale or loan of securities by the Trust Company either directly with the issuer or with any broker and/or dealer who deals in such securities. (a) In placing orders with brokers and/or dealers, the Subadviser Investment Adviser shall use its best efforts to obtain the best net price and the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, the Subadviser Investment Adviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934Act) to or for the benefit of the Trust Company and/or other accounts over which the Subadviser Investment Adviser exercises investment discretion. The Subadviser Investment Adviser is authorized to pay a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction, if the Subadviser Investment Adviser determines in good faith that such commission was reasonable in relation to the value of brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of the Subadviser Investment Adviser with respect to the accounts as to which it exercises investment discretion. (b) The Subadviser the Investment Adviser may execute transactions through itself and its affiliates on a securities exchange provided that the commissions paid by the Trust Company are "“reasonable and fair" ” compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the TrustManagers. An affiliated broker may transmit, clear and settle transactions for the Trust Company that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser Managers periodically shall review the commissions paid by the Trust and Company to determine whether those commissions were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the TrustManagers, in its discretion, may instruct the Subadviser Investment Adviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of TrusteesManagers, if it determines that the use of such brokers and/or dealers is in the best interest of the TrustCompany. (d) When the Subadviser Investment Adviser deems the purchase or sale of a security to be in the best interest of the Trust Company as well as other customers, the SubadviserInvestment Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser Investment Adviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser Investment Adviser in a manner that is equitable and consistent with applicable law and regulations regulations, any guidelines adopted by the Board of Managers and with its fiduciary obligations to the Trust Company and to such other customers. The Investment Adviser shall not be obligated to make any particular opportunity available to the Company, but shall seek to allocate investment opportunities in a manner that it believes to be equitable.

Purchase and Sale of Securities. The Subadviser shall, at its own expense, Investment Adviser shall place orders for the purchase, sale or loan of securities by the Trust Company either directly with the issuer or with any broker and/or dealer who deals in such securities. (a) In placing orders with brokers and/or dealers, the Subadviser Investment Adviser shall use its best efforts to obtain the best net price and the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, the Subadviser Investment Adviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934Act) to or for the benefit of the Trust Company and/or other accounts over which the Subadviser Investment Adviser exercises investment discretion. The Subadviser Investment Adviser is authorized to pay a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction, if the Subadviser Investment Adviser determines in good faith that such commission was reasonable in relation to the value of brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of the Subadviser Investment Adviser with respect to the accounts as to which it exercises investment discretion. (b) The Subadviser the Investment Adviser may execute transactions through itself and its affiliates on a securities exchange provided that the commissions paid by the Trust Company are "reasonable and fair" compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the TrustManagers. An affiliated broker may transmit, clear and settle transactions for the Trust Company that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser Managers periodically shall review the commissions paid by the Trust and Company to determine whether those commissions were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the TrustManagers, in its discretion, may instruct the Subadviser Investment Adviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of TrusteesManagers, if it determines that the use of such brokers and/or dealers is in the best interest of the TrustCompany. (d) When the Subadviser Investment Adviser deems the purchase or sale of a security to be in the best interest of the Trust Company as well as other customers, the SubadviserInvestment Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser Investment Adviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser Investment Adviser in a manner that is equitable and consistent with applicable law and regulations regulations, any guidelines adopted by the Board of Managers and with its fiduciary obligations to the Trust Company and to such other customers. The Investment Adviser shall not be obligated to make any particular opportunity available to the Company, but shall seek to allocate investment opportunities in a manner that it believes to be equitable.

Purchase and Sale of Securities. Broker-Dealer Selection. The Subadviser shallAdviser is responsible for decisions to buy or sell securities and other investments for each Fund, at its own expensebroker-dealer and futures commission merchants' selection, place orders for the purchaseand negotiation of brokerage commission and futures commission merchants' rates. As a general matter, sale or loan of securities by the Trust either directly with the issuer or with any broker and/or dealer who deals in such securities. (a) In placing orders with brokers and/or dealersexecuting portfolio transactions, the Subadviser shall use its Adviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Adviser's best efforts to obtain the best net price judgment, provide prompt and the most favorable reliable execution of its ordersthe transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, after taking into account the Adviser shall consider all factors it deems relevantrelevant factors, including price (including the breadth applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market in for the securitysecurity or other investment, the price timing of the securitytransaction, the reputation, experience and financial condition and execution capability stability of the broker and/or dealerbroker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, and the reasonableness execution capabilities and operational facilities of the commissionfirm involved, if anyand, both for in the specific transaction and on a continuing basis. Consistent with this obligationcase of securities, the Subadviser may, firm's risk in positioning a block of securities. Subject to such policies as the extent permitted by law, purchase Trustees may determine and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of consistent with Section 28(e) of the Securities and Exchange Act of 1934) , as amended (the "1934 Act"), the Adviser shall not be deemed to have acted unlawfully or for the benefit to have breached any duty created by this Agreement or otherwise solely by reason of the Trust and/or other accounts over which the Subadviser exercises investment discretion. The Subadviser is authorized Adviser's having caused a Fund to pay a member of an exchange, broker who provides such brokerage and research services a or dealer an amount of commission for effecting a securities transaction which is in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser 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. This determination may be member of an exchange, broker or dealer viewed in terms of either that particular transaction or of the Adviser's overall responsibilities of the Subadviser with respect to such Fund and to the accounts other clients as to which it the Adviser exercises investment discretion. (b. In accordance with Section 11(a) The Subadviser may execute transactions through itself and its affiliates on a securities exchange provided that the commissions paid by the Trust are "reasonable and fair" compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the Trust. An affiliated broker may transmit1934 Act and Rule 11a2-2(T) thereunder, clear and settle transactions for subject to any other applicable laws and regulations including Section 17(e) of the Trust that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoingAct and Rule 17e-1 thereunder, the Board of Trustees and the Adviser periodically shall review the commissions paid by the Trust and determine whether those commissions were reasonable in relation to the brokerage and research services received. In additionmay engage its affiliates, the Board of Trustees of the Trust, in its discretion, may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust. (d) When the Subadviser deems the purchase or sale of a security to be in the best interest of the Trust as well as other customers, the Subadviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser in a manner that is equitable and consistent with applicable law and regulations and with its fiduciary obligations any sub-adviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to such effect portfolio transactions in securities and other customersinvestments for a Fund.

Purchase and Sale of Securities. The Subadviser Adviser shall, at its own expense, place orders for the purchase, sale or loan of securities by the Trust either directly with the issuer or with any broker and/or dealer who deals in such securities. (a) In placing orders with brokers and/or dealers, the Subadviser Adviser shall use its best efforts to obtain the best net price and the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. -12- Consistent with this obligation, the Subadviser Adviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934) to or for the benefit of the Trust and/or other accounts over which the Subadviser Adviser exercises investment discretion. The Subadviser Adviser is authorized to pay a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction, if the Subadviser Adviser determines in good faith that such commission was reasonable in relation to the value of brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of the Subadviser Adviser with respect to the accounts as to which it exercises investment discretion. (b) The Subadviser Adviser may execute transactions through itself and its affiliates on a securities exchange provided that the commissions paid by the Trust are "reasonable and fair" compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the Trust. An affiliated broker may transmit, clear and settle transactions for the Trust that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser periodically shall review the commissions paid by the Trust and determine whether those commissions were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the Trust, in its discretion, may instruct the Subadviser Adviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by -13- the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust. (d) When the Subadviser Adviser deems the purchase or sale of a security to be in the best interest of the Trust as well as other customers, the SubadviserAdviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser Adviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation Allocations of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser Adviser in a manner that is equitable and consistent with applicable law and regulations and with its fiduciary obligations to the Trust and to such other customers.

Purchase and Sale of Securities. Broker-Dealer Selection. The Subadviser shallAdviser is responsible for decisions to buy or sell securities and other investments for each Fund, at its own expensebroker-dealer and futures commission merchants' selection, place orders for the purchaseand negotiation of brokerage commission and futures commission merchants' rates. As a general matter, sale or loan of securities by the Trust either directly with the issuer or with any broker and/or dealer who deals in such securities. (a) In placing orders with brokers and/or dealersexecuting portfolio transactions, the Subadviser shall use its Adviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Adviser's best efforts to obtain the best net price judgment, provide prompt and the most favorable reliable execution of its ordersthe transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, after taking into account the Adviser shall consider all factors it deems relevantrelevant factors, including price (including the breadth applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market in for the securitysecurity or other investment, the price timing of the securitytransaction, the reputation, experience and financial condition and execution capability stability of the broker and/or dealerbroker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, and the reasonableness execution capabilities and operational facilities of the commissionfirm involved, if anyand, both for in the specific transaction and on a continuing basis. Consistent with this obligationcase of securities, the Subadviser may, firm's risk in positioning a block of securities. Subject to such policies as the extent permitted by law, purchase Directors may determine and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of consistent with Section 28(e) of the Securities and Exchange Act of 1934) , as amended (the "1934 Act"), the Adviser shall not be deemed to have acted unlawfully or for the benefit to have breached any duty created by this Agreement or otherwise solely by reason of the Trust and/or other accounts over which the Subadviser exercises investment discretion. The Subadviser is authorized Adviser's having caused a Fund to pay a member of an exchange, broker who provides such brokerage and research services a or dealer an amount of commission for effecting a securities transaction which is in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser 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. This determination may be member of an exchange, broker or dealer viewed in terms of either that particular transaction or of the Adviser's overall responsibilities of the Subadviser with respect to such Fund and to the accounts other clients as to which it the Adviser exercises investment discretion. (b. In accordance with Section 11(a) The Subadviser of the 1934 Act and Rule l1a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Adviser may execute transactions through itself engage its affiliates, or any sub-adviser to the Corporation and its affiliates on a securities exchange provided that the commissions paid by the Trust are "reasonable and fair" compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the Trust. An affiliated broker may transmitrespective affiliates, clear and settle transactions for the Trust that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser periodically shall review the commissions paid by the Trust and determine whether those commissions were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the Trust, in its discretion, may instruct the Subadviser as broker-dealers or futures commission merchants to effect all or portfolio transactions in securities and other investments for a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the TrustFund. (d) When the Subadviser deems the purchase or sale of a security to be in the best interest of the Trust as well as other customers, the Subadviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser in a manner that is equitable and consistent with applicable law and regulations and with its fiduciary obligations to the Trust and to such other customers.

Purchase and Sale of Securities. The Subadviser shall, at its own expense, place orders for the purchase, sale or loan of securities by the Trust either directly with the issuer or with any broker and/or dealer who deals in such securities. (a) In placing orders with brokers and/or dealers, the Subadviser shall use its best efforts to obtain the best net price and the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, the Subadviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934) to or for the benefit of the Trust and/or other accounts over which the Subadviser or the Adviser exercises investment discretion. The Subadviser is authorized to pay a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction, if the Subadviser determines in good faith that such commission was reasonable in relation to the value of brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion. (b) The Subadviser may execute transactions through itself and its affiliates on a securities exchange provided that the commissions paid by the Trust are "reasonable and fair" compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the Trust. An affiliated broker may transmit, clear and settle transactions for the Trust that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser periodically shall review the commissions paid by the Trust and determine whether those commissions were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the Trust, in its discretion, may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust. (d) When when the Subadviser deems the purchase or sale of a security to be in the best interest of the Trust as well as other customers, the Subadviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser in a manner that is equitable and consistent with applicable law and regulations and with its fiduciary obligations to the Trust and to such other customers.

Purchase and Sale of Securities. The Subadviser Adviser shall, at its own expense, place orders for the purchase, sale or loan of securities by the Trust either directly with the issuer or with any broker and/or dealer who deals in such securities. (a) In placing orders with brokers and/or dealers, the Subadviser Adviser shall use its best efforts to obtain the best net price and the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, the Subadviser Adviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934) to or for the benefit of the Trust and/or other accounts over which the Subadviser Adviser exercises investment discretion. The Subadviser Adviser is authorized to pay a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction, if the Subadviser Adviser determines -3- in good faith that such commission was reasonable in relation to the value of brokerage and research services provided by such broker. This determination may be viewed in terms of either that than particular transaction or of the overall responsibilities of the Subadviser Adviser with respect to the accounts as to which it exercises investment discretion. (b) The Subadviser Adviser may execute transactions through itself and its affiliates on a securities exchange provided that the commissions paid by the Trust are "reasonable and fair" compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the Trust. An affiliated broker may transmit, clear and settle transactions for the Trust that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser periodically shall review the commissions paid by the Trust and determine whether those commissions were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the Trust, in its discretion, may instruct the Subadviser Adviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust. (d) When the Subadviser Adviser deems the purchase or sale of a security to be in the best interest of the Trust as well as other customers, the SubadviserAdviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser Adviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation -4- Allocations of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser Adviser in a manner that is equitable and consistent with applicable law and regulations and with its fiduciary obligations to the Trust and to such other customers.

Purchase and Sale of Securities. The Subadviser shall, at its own expense, place orders In connection with the purchase and sale of securities for the purchaseSub-Adviser Assets, sale the Sub-Adviser will arrange for the transmission to State Street Bank and Trust Company or loan its agents (collectively referred to as the "Custodian") and the Adviser, on a daily basis, such confirmation, trade tickets, and other documents and information, including but not limited to, Cusip, Sedol or other numbers that identify securities to be purchased or sold on behalf of the Fund, as may be reasonably necessary to enable the Custodian and the Adviser to perform their administrative and record keeping responsibilities with respect to the Fund. With respect to portfolio securities to be purchased or sold through securities depositories, the Sub-Adviser will arrange for the automatic transmission of the confirmation of such trades to the Custodian and the Adviser. The Sub-Adviser will monitor on a daily basis the determination by the Trust either directly Custodian and the Adviser of the valuation of portfolio securities and other investments in the Sub-Adviser Assets provided that such information is provided to the Sub-Adviser by the Custodian or the Adviser. The Sub-Adviser will assist the Custodian and the Adviser in determining or confirming, consistent with the issuer or with any broker and/or dealer who deals procedures and policies stated in such securities. (a) In placing orders with brokers and/or dealersthe Prospectus, the Subadviser shall use its best efforts to obtain value of any portfolio securities or other assets in the best net price Sub-Adviser Assets for which the Custodian and the most favorable execution Adviser seeks assistance from, or identifies for review by, the Sub-Adviser. The Sub-Adviser shall assist the Board in determining fair value of such securities or assets for which market quotations are not readily available. APPENDIX B INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS THE CHINA - U.S. GROWTH FUND The Fund seeks to achieve its objective by investing in equity securities, such as common or preferred stocks, or securities convertible into or exchangeable for equity securities, including warrants and rights. The Sub-Adviser Assets will be invested primarily in equity securities, such as common or preferred stocks, of companies, which the Sub-Adviser believes will benefit from China's economic development and growth. The Sub-Adviser Assets will normally be invested primarily in the U.S. and Chinese securities markets. There is no guarantee that the Fund will achieve its objective. Under normal circumstances, the Fund will invest at least 80% of the value of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commissionnet assets plus borrowings, if any, both for in the specific transaction equity securities of companies that are economically tied to China or the United States. It may invest the remainder of its assets in equity securities, or investments of other types as noted in the Fund's prospectus and on a continuing basisstatement of additional information, that are not issued by companies economically tied to either country. Consistent with this obligationFor the avoidance of doubt, the Subadviser mayterm 'China' includes Greater China, the People's Republic of China, Hong Kong and Taiwan. In adhering to the Investment Restrictions section Clause 7 in the Statement of Additional Information, the Sub-Adviser will monitor against the MSCI tier 3 industry level. The Sub-Adviser will comply with the Fund's investment objectives, policies and restrictions as set forth in the Fund's prospectus and statement of additional information, which may be revised from time to time. As set forth in the Agreement, the Adviser will promptly deliver revised copies of the Fund's prospectus or statement of additional information, as applicable, to the extent permitted by law, purchase and sell portfolio securities Sub-Adviser. This Appendix B may be amended from time to and from brokers who provide brokerage and research services (within the meaning of time as provided under Section 28(e4(a) of the Securities and Exchange Act of 1934) to or for the benefit of the Trust and/or other accounts over which the Subadviser exercises investment discretionAgreement. The Subadviser is authorized Adviser and Sub-Adviser may agree to pay a broker who provides such brokerage further modify the Sub-Adviser's required compliance with the Fund's investment objectives, policies and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction, if the Subadviser determines in good faith that such commission was reasonable in relation to the value of brokerage and research services provided by such brokerrestrictions. This determination These modifications may be viewed agreed upon in terms of either that particular transaction or of writing by the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion. (b) The Subadviser may execute transactions through itself Adviser and its affiliates Sub-Adviser on a securities exchange provided that the commissions paid by the Trust are "reasonable and fair" compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the Trustcase-by-case basis. An affiliated broker may transmit, clear and settle transactions for the Trust that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser periodically shall review the commissions paid by the Trust and determine whether those commissions were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the Trust, in its discretion, may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust. (d) When the Subadviser deems the purchase or sale of a security to be in the best interest of the Trust as well as other customers, the Subadviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser in a manner that is equitable and consistent with applicable law and regulations and with its fiduciary obligations to the Trust and to such other customers.APPENDIX C

Purchase and Sale of Securities. The Subadviser shallAdviser shall purchase securities from or through and sell securities to or through such persons, brokers or dealers (including affiliated brokers or dealers) as the Adviser shall deem appropriate to carry out the policies with respect to Fund transactions as set forth in the Trust's Registration Statement and its current Prospectus or Statement of Additional Information, as amended from time to time, or as the Trustees may direct from time to time. In accordance with the Sub-Advisory Agreements, each sub-adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. Each sub-adviser shall have the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by sub-adviser on behalf of the Funds. Each sub-adviser will provide copies of all such agreements to the Adviser. It is the sub-adviser's general policy in selecting a broker to effect a particular transaction to seek to obtain "best execution," which means prompt and efficient execution of the transaction at its own expense, place orders for the purchase, sale or loan best obtainable price with payment of securities commissions which are reasonable in relation to the value of the brokerage services provided by the Trust either directly broker. Consistent with the issuer or with any broker and/or dealer who deals this policy, each sub-adviser, in such securities. (a) In placing orders with brokers and/or dealersselecting broker-dealers and negotiating commission rates, the Subadviser shall use its best efforts to obtain will take all relevant factors into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth value of the market in the security, the price expected contribution of the security, broker-dealer to the financial condition and execution capability investment performance of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and applicable Fund on a continuing basis. Consistent with this obligationSubject to such policies and procedures as the Board of Trustees may determine, the Subadviser maysub-adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permitted by permissible under applicable law, purchase and sell portfolio securities to and from brokers broker-dealer affiliates) who provide brokerage and and/or research services, as such services (within the meaning of are defined in Section 28(e) of the Securities and Exchange Act of 1934) , as amended (the "1934 Act"), and as interpreted by the SEC, and to or for the benefit of the Trust and/or other accounts over which the Subadviser exercises investment discretion. The Subadviser is authorized cause such Fund to pay a broker who provides any such brokerage and research services a broker-dealers an amount of commission for effecting a securities portfolio investment transaction which is in excess of the amount of commission another broker broker-dealer would have charged for effecting that transaction, if the Subadviser sub-adviser determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and or research services provided by such broker. This determination may be -dealer, viewed in terms of either that particular investment transaction or of the sub-adviser's overall responsibilities of the Subadviser with respect to the such Fund and other accounts as to which it the sub-adviser exercises investment discretion. discretion (bas such term is defined in Section 3(a)(35) The Subadviser may execute transactions through itself and its affiliates on a securities exchange provided that the commissions paid by the Trust are "reasonable and fair" compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the Trust. An affiliated broker may transmit, clear and settle transactions for the Trust that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser periodically shall review the commissions paid by the Trust and determine whether those commissions were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the Trust, in its discretion, may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust. (d) When the Subadviser deems the purchase or sale of a security to be in the best interest of the Trust as well as other customers, the Subadviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser also may purchase or sell a particular security for one or more customers in different amounts1934 Act). Allocation of orders placed by the securities purchased or sold sub-adviser on behalf of a Fund to such broker-dealers shall be in either manner, as well such amounts and proportions as the expenses incurred sub-adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The sub-adviser will submit reports on such allocations to the transactions, will be made Adviser as reasonably requested by the Subadviser Adviser, in a manner that is equitable such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and consistent with applicable law and regulations and with its fiduciary obligations to the Trust and to such other customersbasis therefor.

Purchase and Sale of Securities. The Subadviser shall, at its own expense, place orders for the purchase, sale or loan of securities by the Trust either directly with the issuer or with any broker and/or dealer who deals in such securities. (a) In placing orders with brokers and/or dealers, the Subadviser shall use its best efforts to obtain the best net price and the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, the Subadviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934) to or for the benefit of the Trust and/or other accounts over which the Subadviser or the Adviser exercises investment discretion. The Subadviser is authorized to pay a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction, if the Subadviser determines in good faith that such commission was reasonable in relation to the value of brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion.. -3- (b) The Subadviser may execute transactions through itself and its affiliates on a securities exchange provided that the commissions paid by the Trust are "reasonable and fair" compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the Trust. An affiliated broker may transmit, clear and settle transactions for the Trust that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser periodically shall review the commissions paid by the Trust and determine whether those commissions commission were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the Trust, in its discretion, may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust. (d) When the Subadviser deems the purchase or sale of a security to be in the best interest of the Trust as well as other customers, the Subadviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation Allocations of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser in a manner that is equitable and consistent with applicable law and regulations and with its fiduciary obligations to the Trust and to such other customers.

Purchase and Sale of Securities. The Subadviser Adviser shall, at its own expense, place orders for the purchase, sale or loan of securities by the Trust either directly with the issuer or with any broker and/or dealer who deals in such securities. (a) In placing orders with brokers and/or dealers, the Subadviser Adviser shall use its best efforts to obtain the best net price and the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. -12- Consistent with this obligation, the Subadviser Adviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934) to or for the benefit of the Trust and/or other accounts over which the Subadviser Adviser exercises investment discretion. The Subadviser Adviser is authorized to pay a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction, if the Subadviser Adviser determines in good faith that such commission was reasonable in relation to the value of brokerage and research services provided by such broker. This determination may be viewed in terms of either that than particular transaction or of the overall responsibilities of the Subadviser Adviser with respect to the accounts as to which it exercises investment discretion. (b) The Subadviser Adviser may execute transactions through itself and its affiliates on a securities exchange provided that the commissions paid by the Trust are "reasonable and fair" compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the Trust. An affiliated broker may transmit, clear and settle transactions for the Trust that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser periodically shall review the commissions paid by the Trust and determine whether those commissions were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the Trust, in its discretion, may instruct the Subadviser Adviser to effect all or a portion of its -13- securities transactions with one or more brokers and/or dealers selected by the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust. (d) When the Subadviser Adviser deems the purchase or sale of a security to be in the best interest of the Trust as well as other customers, the SubadviserAdviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser Adviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation Allocations of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser Adviser in a manner that is equitable and consistent with applicable law and regulations and with its fiduciary obligations to the Trust and to such other customers.

Purchase and Sale of Securities. The Subadviser Adviser shall, at its own expense, place orders for the purchase, sale or loan of securities by the Trust either directly with the issuer or with any broker and/or dealer who deals in such securities. (a) In placing orders with brokers and/or dealers, the Subadviser Adviser shall use its best efforts to obtain the best net price and the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, the Subadviser Adviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934) to or for the benefit of the Trust and/or other accounts over which the Subadviser Adviser exercises investment discretion. The Subadviser Adviser is authorized to pay a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction, if the Subadviser Adviser determines in good faith that such commission was reasonable in relation to the value of brokerage and research services provided by such broker. This determination may be viewed in terms -3- of either that particular transaction or of the overall responsibilities of the Subadviser Adviser with respect to the accounts as to which it exercises investment discretion. (b) The Subadviser Adviser may execute transactions through itself and its affiliates on a securities exchange provided that the commissions paid by the Trust are "reasonable and fair" compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the Trust. An affiliated broker may transmit, clear and settle transactions for the Trust that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser periodically shall review the commissions paid by the Trust and determine whether those commissions were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the Trust, in its discretion, may instruct the Subadviser Adviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust. (d) When the Subadviser Adviser deems the purchase or sale of a security to be in the best interest of the Trust as well as other customers, the SubadviserAdviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser Adviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation Allocations of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser Adviser in a -4- manner that is equitable and consistent with applicable law and regulations and with its fiduciary obligations to the Trust and to such other customers.

Purchase and Sale of Securities. The Subadviser shall, at its own expense, place orders for the purchase, sale or loan of securities by the Trust either directly with the issuer or with any broker and/or dealer who deals in such securities. (a) In placing orders with brokers and/or dealers, the Subadviser shall use its best efforts to obtain the best net price and the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, the Subadviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934) to or for the benefit of the Trust and/or other accounts over which the Subadviser or the Adviser exercises investment discretion. The Subadviser is authorized to pay a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction, if the Subadviser determines in good faith that such commission was reasonable in relation to the value of brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion. (b) The Subadviser may execute transactions through itself and its affiliates on a securities exchange provided that the commissions paid by the Trust are "reasonable and fair" compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the Trust. An affiliated broker may transmit, clear and settle transactions for the Trust that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser periodically shall review the commissions paid by the Trust and determine whether those commissions were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the Trust, in its discretion, may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust. (d) When the Subadviser deems the purchase or sale of a security to be in the best interest of the Trust as well as other customers, the Subadviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser in a manner that is equitable and consistent with applicable law and regulations and with its fiduciary obligations to the Trust and to such other customers.

Purchase and Sale of Securities. The Subadviser Managing Investment Adviser shall, at its own expense, place orders for the purchase, sale or loan of securities by the Trust Company either directly with the issuer or with any broker and/or dealer who deals in such securities. (a) In placing orders with brokers and/or dealers, the Subadviser Managing Investment Adviser shall use its best efforts to obtain the best net price and the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, dealer and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, the Subadviser Managing Investment Adviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934Act) to or for the benefit of the Trust Company and/or other accounts over which the Subadviser Managing Investment Adviser exercises investment discretion. The Subadviser Managing Investment Adviser is authorized to pay a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction, if the Subadviser Managing Investment Adviser determines in good faith that such commission was reasonable in relation to the value of brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of the Subadviser Managing Investment Adviser with respect to the accounts as to which it exercises investment discretion. (b) The Subadviser Managing Investment Adviser may execute transactions through itself and its affiliates on a securities exchange provided that the commissions paid by the Trust Company are "“reasonable and fair" ” compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the TrustDirectors. An affiliated broker may transmit, clear and settle transactions for the Trust Company that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser Directors periodically shall review the commissions paid by the Trust Company and determine whether those commissions were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the TrustDirectors, in its discretion, may instruct the Subadviser Managing Investment Adviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of TrusteesDirectors, if it determines that the use of such brokers and/or dealers is in the best interest of the TrustCompany. (d) When the Subadviser Managing Investment Adviser deems the purchase or sale of a security to be in the best interest of the Trust Company as well as other customers, the SubadviserManaging Investment Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser Managing Investment Adviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser Managing Investment Adviser in a manner that is equitable and consistent with applicable law and regulations regulations, any guidelines adopted by the Board of Directors and with its fiduciary obligations to the Trust Company and to such other customers.

Purchase and Sale of Securities. The Subadviser shallAdviser shall purchase securities from or through and sell securities to or through such persons, brokers or dealers (including affiliated brokers or dealers) as the Adviser shall deem appropriate to carry out the policies with respect to Fund transactions as set forth in the Trust’s Registration Statement and its current Prospectus or Statement of Additional Information, as amended from time to time, or as the Trustees may direct from time to time. In accordance with the Sub-Advisory Agreements, each sub-adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. Each sub-adviser shall have the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by sub-adviser on behalf of the Funds. Each sub-adviser will provide copies of all such agreements to the Adviser. It is the sub-adviser’s general policy in selecting a broker to effect a particular transaction to seek to obtain “best execution,” which means prompt and efficient execution of the transaction at its own expense, place orders for the purchase, sale or loan best obtainable price with payment of securities commissions which are reasonable in relation to the value of the brokerage services provided by the Trust either directly broker. Consistent with the issuer or with any broker and/or dealer who deals this policy, each sub-adviser, in such securities. (a) In placing orders with brokers and/or dealersselecting broker-dealers and negotiating commission rates, the Subadviser shall use its best efforts to obtain will take all relevant factors into consideration, including, but not limited to: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth value of the market in the security, the price expected contribution of the security, broker-dealer to the financial condition and execution capability investment performance of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and applicable Fund on a continuing basis. Consistent with this obligationSubject to such policies and procedures as the Board of Trustees may determine, the Subadviser maysub-adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permitted by permissible under applicable law, purchase and sell portfolio securities to and from brokers broker-dealer affiliates) who provide brokerage and and/or research services, as such services (within the meaning of are defined in Section 28(e) of the Securities and Exchange Act of 1934) , as amended (the “1934 Act”), and as interpreted by the SEC, and to or for the benefit of the Trust and/or other accounts over which the Subadviser exercises investment discretion. The Subadviser is authorized cause such Fund to pay a broker who provides any such brokerage and research services a broker-dealers an amount of commission for effecting a securities portfolio investment transaction which is in excess of the amount of commission another broker broker-dealer would have charged for effecting that transaction, if the Subadviser sub-adviser determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and or research services provided by such broker. This determination may be -dealer, viewed in terms of either that particular investment transaction or of the sub-adviser’s overall responsibilities of the Subadviser with respect to the such Fund and other accounts as to which it the sub-adviser exercises investment discretion. discretion (bas such term is defined in Section 3(a)(35) The Subadviser may execute transactions through itself and its affiliates on a securities exchange provided that the commissions paid by the Trust are "reasonable and fair" compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the Trust. An affiliated broker may transmit, clear and settle transactions for the Trust that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser periodically shall review the commissions paid by the Trust and determine whether those commissions were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the Trust, in its discretion, may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust. (d) When the Subadviser deems the purchase or sale of a security to be in the best interest of the Trust as well as other customers, the Subadviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser also may purchase or sell a particular security for one or more customers in different amounts1934 Act). Allocation of orders placed by the securities purchased or sold sub-adviser on behalf of a Fund to such broker-dealers shall be in either manner, as well such amounts and proportions as the expenses incurred sub-adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The sub-adviser will submit reports on such allocations to the transactions, will be made Adviser as reasonably requested by the Subadviser Adviser, in a manner that is equitable such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and consistent with applicable law and regulations and with its fiduciary obligations to the Trust and to such other customersbasis therefor.

Purchase and Sale of Securities. The Subadviser shall, at its own expense, place orders In connection with the purchase and sale of securities for the purchase, sale or loan of securities by the Trust either directly with the issuer or with any broker and/or dealer who deals in such securities. (a) In placing orders with brokers and/or dealersSub-Adviser Assets, the Subadviser shall use Sub-Adviser will arrange for the transmission to State Street Bank and Trust Company or its best efforts agents (collectively referred to obtain as the best net price "Custodian") and the most favorable execution of its ordersAdviser, after taking into account all factors it deems relevanton a daily basis, such confirmation, trade tickets, and other documents and information, including the breadth but not limited to, Cusip, Sedol or other numbers that identify securities to be purchased or sold on behalf of the market in Fund, as may be reasonably necessary to enable the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, Custodian and the reasonableness of the commission, if any, both for the specific transaction Adviser to perform their administrative and on a continuing basis. Consistent with this obligation, the Subadviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934) to or for the benefit of the Trust and/or other accounts over which the Subadviser exercises investment discretion. The Subadviser is authorized to pay a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction, if the Subadviser determines in good faith that such commission was reasonable in relation to the value of brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall recordkeeping responsibilities of the Subadviser with respect to the accounts as Fund. With respect to which it exercises investment discretion. (b) portfolio securities to be purchased or sold through securities depositories, the Sub-Adviser will arrange for the automatic transmission of the confirmation of such trades to the Custodian and the Adviser. The Subadviser may execute transactions through itself and its affiliates Sub-Adviser will monitor on a securities exchange provided that daily basis the commissions paid determination by the Trust are "reasonable and fair" compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the Trust. An affiliated broker may transmit, clear and settle transactions for the Trust that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees Custodian and the Adviser periodically shall review of the commissions paid valuation of portfolio securities and other investments in the Sub-Adviser Assets provided that such information is provided to the Sub-Adviser by the Trust Custodian or the Adviser. The Sub-Adviser will assist the Custodian and determine whether those commissions were reasonable the Adviser in relation determining or confirming, consistent with the procedures and policies stated in the Prospectus, the value of any portfolio securities or other assets in the Sub-Adviser Assets for which the Custodian and the Adviser seeks assistance from, or identifies for review by, the Sub-Adviser. The Sub-Adviser shall assist the Board in determining fair value of such securities or assets for which market quotations are not readily available. XXXXXXXX X INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS THE CHINA - U.S. GROWTH FUND This Appendix B may be amended from time to time as provided under Section 3(b) of the Agreement. Limited exceptions to the brokerage and research services received. In addition, the Board of Trustees of the Trust, following restrictions may be agreed upon in its discretion, may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected writing by the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the TrustAdviser and Sub-Adviser on a case-by-case basis. (d) When the Subadviser deems the purchase or sale of a security to be in the best interest of the Trust as well as other customers, the Subadviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser in a manner that is equitable and consistent with applicable law and regulations and with its fiduciary obligations to the Trust and to such other customers.

Purchase and Sale of Securities. The Subadviser shall, at its own expense, place orders for the purchase, sale or loan of securities by the Trust either directly with the issuer or with any broker and/or dealer who deals in such securities. (a) In placing orders with brokers and/or dealers, the Subadviser shall use its best efforts to obtain the best net price and the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, the Subadviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities and Exchange Act of 1934) to or for the benefit of the Trust and/or other accounts over which the Subadviser or the Adviser exercises investment discretion. The Subadviser is authorized to pay a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction, if the Subadviser determines in good faith that such commission was reasonable in relation to the value of brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion. (b) The Subadviser may execute transactions through itself and its affiliates on a securities exchange provided that the commissions paid by the Trust are "reasonable and fair" compared to commissions received by other brokers having comparable execution capability and provided that the transactions are effected pursuant to procedures established by the Board of Trustees of the Trust. An affiliated broker may transmit, clear and settle transactions for the Trust that are executed on a securities exchange provided that the affiliated broker arranges for unaffiliated brokers to execute the transactions. (c) Notwithstanding the foregoing, the Board of Trustees and the Adviser periodically shall review the commissions paid by the Trust and determine whether those commissions commission were reasonable in relation to the brokerage and research services received. In addition, the Board of Trustees of the Trust, in its discretion, may instruct the Subadviser to effect all or a portion of its securities transactions with one or more brokers and/or dealers selected by the Board of Trustees, if it determines that the use of such brokers and/or dealers is in the best interest of the Trust. (d) When the Subadviser deems the purchase or sale of a security to be in the best interest of the Trust as well as other customers, the Subadviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions. The Subadviser also may purchase or sell a particular security for one or more customers in different amounts. Allocation Allocations of the securities purchased or sold in either manner, as well as the expenses incurred in the transactions, will be made by the Subadviser in a manner that is equitable and consistent with applicable law and regulations and with its fiduciary obligations to the Trust and to such other customers.