Common use of Soft Dollar Arrangements Clause in Contracts

Soft Dollar Arrangements. When appropriate under its discretionary authority and consistent with its duty to seek best execution, Fifth Third Bank directs trades for client accounts to brokers who provide the firm with brokerage and research services. Section 28(e) of the Securities Exchange Age of 1934 ("Exchange Act") provides a safe harbor to money managers who use the commission dollars of their advised accounts to obtain investment research and brokerage services ("soft dollars"), provided that certain conditions are met. Such conditions allow an adviser money manager to pay more than the lowest available commission for brokerage services if it determines in good faith that: (1) the brokerage and research services fall within the definitions set forth in the Exchange Act; (2) the brokerage and research services provide lawful and appropriate assistance in the investment decision-making process; and (3) the commission paid is reasonable in relation to the brokerage and research services provided. The receipt of brokerage and research services in exchange for soft dollars benefits Fifth Third Bank by allowing it to supplement its own research and analysis activities, to receive the views and information from research experts, and to gain access to persons having special expertise on certain companies, industries, areas of the economy, and market factors. Such brokerage and research services are provided to Fifth Third Bank in connection with its investment decision-making responsibilities and they enhance the firm's capability to discharge those responsibilities. Brokerage and research services acquired with soft dollars include, but are not limited to: written and oral reports on the economy, industries, sectors and individual company or issuers; appraisals and analysis relating to markets and economic factors; statistical information, accounting and tax considerations; political analyses; reports on legal developments affecting portfolio securities; information on technical market actions; credit analysis; on-line quotations, trading techniques, and other trading systems; risk measurements; analyses of corporate responsibility issues; research related on-line news services; seminars; on-set visits; asset allocation software; pricing; indices data; and financial and market database services. Fifth Third Bank selects brokers based on an assessment of their ability to provide quality executions and its belief that the research, information, and other eligible services provided by these brokers benefit client accounts. It is not possible to place a precise dollar value on the special executions or on the brokerage and research services Fifth Third Bank receives from brokers. Accordingly, brokers selected by the firm are paid commissions for effecting portfolio transactions for client accounts that may be in excess of amounts other brokers would have charged for effecting similar transactions. The use of client commissions to pay for research and brokerage services presents Fifth Third Bank with a potential conflict of interest because it receives a benefit that it does not have to pay for from its resources, and it could be incented to select brokers based on receiving brokerage and research services rather than receiving the most favorable execution price. In addition, Fifth Third Bank shares brokerage and research services obtained with soft dollars with our Registered Investment Adviser affiliates which may benefit from such research without contributing to the commissions with which such research was acquired. Our Registered Investment Adviser affiliates also share certain information, including third-party research, with us even though our clients may not have contributed to the commissions that helped produce or acquire such information. Also, analysts and portfolio managers in the Equity and Fixed Income Departments across Fifth Third Bank and our Registered Investment Adviser affiliates may share investment ideas and strategies exclusive to their respective firms or departments, which may be paid for with soft dollars generated by that firm or department. We believe that, in the aggregate and over time, sharing the research and brokerage products and services benefit our clients and assist us in fulfilling our overall duty to our clients. Selected products or services provided by brokers have administrative, marketing, or other uses and do not constitute brokerage research services within the meaning of the Exchange Act. These are referred to as "mixed-use" products and services. Fifth Third Bank evaluates mixed-use products and services and attempts to make a reasonable allocation of the cost of these products or services according to the intended purpose, including the number of users or the amount of time that different functions utilize the product or service. A conflict of interest can arise in allocating the cost of mixed-use items between research and non-research products and services. The portion of a product or service attributable to eligible brokerage or research services will be paid through brokerage commissions generated by client transactions, the remaining cost of the product or service will be paid by Fifth Third Bank from its own resources. Authorized Signer’s Resolution Fifth Third Bank National Association June 2022

Soft Dollar Arrangements. When appropriate under its discretionary authority and consistent with its duty to seek best execution, Fifth Third Bank directs trades for client accounts to brokers who provide the firm with brokerage and research services. Section 28(e) of the Securities Exchange Age of 1934 ("Exchange Act") provides a safe harbor to money managers who use the commission dollars of their advised accounts to obtain investment research and brokerage services ("soft dollars"), provided that certain conditions are met. Such conditions allow an adviser money manager to pay more than the lowest available commission for brokerage services if it determines in good faith that: (1) the brokerage and research services fall within the definitions set forth in the Exchange Act; (2) the brokerage and research services provide lawful and appropriate assistance in the investment decision-making process; and (3) the commission paid is reasonable in relation to the brokerage and research services provided. The receipt of brokerage and research services in exchange for soft dollars benefits Fifth Third Bank by allowing it to supplement its own research and analysis activities, to receive the views and information from research experts, and to gain access to persons having special expertise on certain companies, industries, areas of the economy, and market factors. Such brokerage and research services are provided to Fifth Third Bank in connection with its investment decision-making responsibilities and they enhance the firm's ’s capability to discharge those responsibilities. Brokerage and research services acquired with soft dollars include, but are not limited to: written and oral reports on the economy, industries, sectors and individual company or issuers; appraisals and analysis relating to markets and economic factors; statistical information, accounting and tax considerations; political analyses; reports on legal developments affecting portfolio securities; information on technical market actions; credit analysis; on-line quotations, trading techniques, and other trading systems; risk measurements; analyses of corporate responsibility issues; research related on-line news services; seminars; on-set visits; asset allocation software; pricing; indices data; and financial and market database services. Fifth Third Bank selects brokers based on an assessment of their ability to provide quality executions and its belief that the research, information, and other eligible services provided by these brokers benefit client accounts. It is not possible to place a precise dollar value on the special executions or on the brokerage and research services Fifth Third Bank receives from brokers. Accordingly, brokers selected by the firm are paid commissions for effecting portfolio transactions for client accounts that may be in excess of amounts other brokers would have charged for effecting similar transactions. The use of client commissions to pay for research and brokerage services presents Fifth Third Bank with a potential conflict of interest because it receives a benefit that it does not have to pay for from its resources, and it could be incented to select brokers based on receiving brokerage and research services rather than receiving the most favorable execution price. In addition, Fifth Third Bank shares brokerage and research services obtained with soft dollars with our Registered Investment Adviser affiliates which may benefit from such research without contributing to the commissions with which such research was acquired. Our Registered Investment Adviser affiliates also share certain information, including third-party research, with us even though our clients may not have contributed to the commissions that helped produce or acquire such information. Also, analysts and portfolio managers in the Equity and Fixed Income Departments across Fifth Third Bank and our Registered Investment Adviser affiliates may share investment ideas and strategies exclusive to their respective firms or departments, which may be paid for with soft dollars generated by that firm or department. We believe that, in the aggregate and over time, sharing the research and brokerage products and services benefit our clients and assist us in fulfilling our overall duty to our clients. Selected products or services provided by brokers have administrative, marketing, or other uses and do not constitute brokerage research services within the meaning of the Exchange Act. These are referred to as "mixed-use" products and services. Fifth Third Bank evaluates mixed-use products and services and attempts to make a reasonable allocation of the cost of these products or services according to the intended purpose, including the number of users or the amount of time that different functions utilize the product or service. A conflict of interest can arise in allocating the cost of mixed-use items between research and non-research products and services. The portion of a product or service attributable to eligible brokerage or research services will be paid through brokerage commissions generated by client transactions, the remaining cost of the product or service will be paid by Fifth Third Bank from its own resources. Authorized Signer’s Resolution Fifth Third Bank National Association June 2022.

Soft Dollar Arrangements. When appropriate under its discretionary authority and consistent with its duty to seek best execution, Fifth Third Bank directs trades for client accounts to brokers who provide the firm with brokerage and research services. Section 28(e) of the Securities Exchange Age of 1934 ("Exchange Act") provides a safe harbor to money managers who use the commission dollars of their advised accounts to obtain investment research and brokerage services ("soft dollars"), provided that certain conditions are met. Such conditions allow an adviser money manager to pay more than the lowest available commission for brokerage services if it determines in good faith that: (1) the brokerage and research services fall within the definitions set forth in the Exchange Act; (2) the brokerage and research services provide lawful and appropriate assistance in the investment decision-making process; and (3) the commission paid is reasonable in relation to the brokerage and research services provided. The receipt of brokerage and research services in exchange for soft dollars benefits Fifth Third Bank by allowing it to supplement its own research and analysis activities, to receive the views and information from research experts, and to gain access to persons having special expertise on certain companies, industries, areas of the economy, and market factors. Such brokerage and research services are provided to Fifth Third Bank in connection with its investment decision-making responsibilities and they enhance the firm's capability to discharge those responsibilities. Brokerage and research services acquired with soft dollars include, but are not limited to: written and oral reports on the economy, industries, sectors and individual company or issuers; appraisals and analysis relating to markets and economic factors; statistical information, accounting and tax considerations; political analyses; reports on legal developments affecting portfolio securities; information on technical market actions; credit analysis; on-line quotations, trading techniques, and other trading systems; risk measurements; analyses of corporate responsibility issues; research related on-line news services; seminars; on-set visits; asset allocation software; pricing; indices data; and financial and market database services. Fifth Third Bank selects brokers based on an assessment of their ability to provide quality executions and its belief that the research, information, and other eligible services provided by these brokers benefit client accounts. It is not possible to place a precise dollar value on the special executions or on the brokerage and research services Fifth Third Bank receives from brokers. Accordingly, brokers selected by the firm are paid commissions for effecting portfolio transactions for client accounts that may be in excess of amounts other brokers would have charged for effecting similar transactions. The use of client commissions to pay for research and brokerage services presents Fifth Third Bank with a potential conflict of interest because it receives a benefit that it does not have to pay for from its resources, and it could be incented to select brokers based on receiving brokerage and research services rather than receiving the most favorable execution price. In addition, Fifth Third Bank shares brokerage and research services obtained with soft dollars with our Registered Investment Adviser affiliates which may benefit from such research without contributing to the commissions with which such research was acquired. Our Registered Investment Adviser affiliates also share certain information, including third-party research, with us even though our clients may not have contributed to the commissions that helped produce or acquire such information. Also, analysts and portfolio managers in the Equity and Fixed Income Departments across Fifth Third Bank and our Registered Investment Adviser affiliates may share investment ideas and strategies exclusive to their respective firms or departments, which may be paid for with soft dollars generated by that firm or department. We believe that, in the aggregate and over time, sharing the research and brokerage products and services benefit our clients and assist us in fulfilling our overall duty to our clients. Selected products or services provided by brokers have administrative, marketing, or other uses and do not constitute brokerage research services within the meaning of the Exchange Act. These are referred to as "mixed-use" products and services. Fifth Third Bank evaluates mixed-use products and services and attempts to make a reasonable allocation of the cost of these products or services according to the intended purpose, including the number of users or the amount of time that different functions utilize the product or service. A conflict of interest can arise in allocating the cost of mixed-use items between research and non-research products and services. The portion of a product or service attributable to eligible brokerage or research services will be paid through brokerage commissions generated by client transactions, the remaining cost of the product or service will be paid by Fifth Third Bank from its own resources. Authorized Signer’s Resolution Fifth Third Bank National Association June 2022.

Soft Dollar Arrangements. When appropriate under its discretionary authority and consistent with its duty to seek best execution, Fifth Third Bank directs trades for client accounts to brokers who provide the firm with brokerage and research services. Section 28(e) of the Securities Exchange Age of 1934 ("Exchange Act") provides a safe harbor to money managers who use the commission dollars of their advised accounts to obtain investment research and brokerage services ("soft dollars"), provided that certain conditions are met. Such conditions allow an adviser money manager to pay more than the lowest available commission for brokerage services if it determines in good faith that: (1) the brokerage and research services fall within the definitions set forth in the Exchange Act; (2) the brokerage and research services provide lawful and appropriate assistance in the investment decision-making process; and (3) the commission paid is reasonable in relation to the brokerage and research services provided. The receipt of brokerage and research services in exchange for soft dollars benefits Fifth Third Bank by allowing it to supplement its own research and analysis activities, to receive the views and information from research experts, and to gain access to persons having special expertise on certain companies, industries, areas of the economy, and market factors. Such brokerage and research services are provided to Fifth Third Bank in connection with its investment decision-making responsibilities and they enhance the firm's capability to discharge those responsibilities. Brokerage and research services acquired with soft dollars include, but are not limited to: written and oral reports on the economy, industries, sectors and individual company or issuers; appraisals and analysis relating to markets and economic factors; statistical information, accounting and tax considerations; political analyses; reports on legal developments affecting portfolio securities; information on technical market actions; credit analysis; on-line quotations, trading techniques, and other trading systems; risk measurements; analyses of corporate responsibility issues; research related on-line news services; seminars; on-set visits; asset allocation software; pricing; indices data; and financial and market database services. Authorized Signer’s Resolution Fifth Third Bank National Association Classification: Restricted June 2022 Fifth Third Bank selects brokers based on an assessment of their ability to provide quality executions and its belief that the research, information, and other eligible services provided by these brokers benefit client accounts. It is not possible to place a precise dollar value on the special executions or on the brokerage and research services Fifth Third Bank receives from brokers. Accordingly, brokers selected by the firm are paid commissions for effecting portfolio transactions for client accounts that may be in excess of amounts other brokers would have charged for effecting similar transactions. The use of client commissions to pay for research and brokerage services presents Fifth Third Bank with a potential conflict of interest because it receives a benefit that it does not have to pay for from its resources, and it could be incented to select brokers based on receiving brokerage and research services rather than receiving the most favorable execution price. In addition, Fifth Third Bank shares brokerage and research services obtained with soft dollars with our Registered Investment Adviser affiliates which may benefit from such research without contributing to the commissions with which such research was acquired. Our Registered Investment Adviser affiliates also share certain information, including third-party research, with us even though our clients may not have contributed to the commissions that helped produce or acquire such information. Also, analysts and portfolio managers in the Equity and Fixed Income Departments across Fifth Third Bank and our Registered Investment Adviser affiliates may share investment ideas and strategies exclusive to their respective firms or departments, which may be paid for with soft dollars generated by that firm or department. We believe that, in the aggregate and over time, sharing the research and brokerage products and services benefit our clients and assist us in fulfilling our overall duty to our clients. Selected products or services provided by brokers have administrative, marketing, or other uses and do not constitute brokerage research services within the meaning of the Exchange Act. These are referred to as "mixed-use" products and services. Fifth Third Bank evaluates mixed-use products and services and attempts to make a reasonable allocation of the cost of these products or services according to the intended purpose, including the number of users or the amount of time that different functions utilize the product or service. A conflict of interest can arise in allocating the cost of mixed-use items between research and non-research products and services. The portion of a product or service attributable to eligible brokerage or research services will be paid through brokerage commissions generated by client transactions, the remaining cost of the product or service will be paid by Fifth Third Bank from its own resources. Authorized Signer’s Resolution Fifth Third Bank National Association June 2022.