Common use of Use of Securities Brokers and Dealers Clause in Contracts

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund with brokers or dealers, the Sub-Advisor will attempt to obtain “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that enhance the Sub-Advisor’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor may negotiate with and assign to a broker a commission that may exceed the commission that another broker would have charged for effecting the transaction if the Sub-Advisor determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-Advisor’s overall responsibilities to the Sub-Advisor’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the same. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund with brokers or dealers, the Sub-Advisor will attempt to obtain “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-Advisor’s overall responsibilities to the Sub-Advisor’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from form time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the same. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund with brokers or dealers, the Sub-Advisor Adviser will attempt to obtain “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-AdvisorAdviser, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that enhance the Sub-AdvisorAdviser’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that may exceed the commission that another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-AdvisorAdviser’s overall responsibilities to the Sub-AdvisorAdviser’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-AdvisorAdviser’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor Adviser shall be prohibited from engaging in the same. Unless otherwise directed by the Trust or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor Sub- Adviser complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing The Adviser will monitor the use by any subadviser of broker-dealers. To the extent permitted by the Adviser's Form ADV as filed with the SEC, purchase and sale orders for the Fund will usually be placed with brokers or dealers, who are selected by the Sub-Advisor will attempt Adviser as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Adviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Advisor’s Adviser's overall responsibilities to the Sub-Advisor’s Adviser's discretionary accounts (accounts. Neither the “Section 28(e) Actions”); providedAdviser nor any parent, howeversubsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be made on behalf of the Fund, provided that Sub-Advisor’s ability this limitation shall not prevent the Adviser from utilizing the services of a securities broker which is a parent, subsidiary or related firm, provided such broker effects transactions on a "cost only" or "nonprofit" basis to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, itself and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the sameprovides competitive execution. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor Adviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing The Subadviser will monitor the use of broker-dealers. To the extent permitted by the Subadviser's Form ADV as filed with the SEC, purchase and sale orders for the Fund will usually be placed with brokers or dealers, who are selected by the Sub-Advisor will attempt Subadviser as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Subadviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Subadviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Subadviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Subadviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Subadviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Advisor’s Subadviser's overall responsibilities to the Sub-Advisor’s Subadviser's discretionary accounts (accounts. Neither the “Section 28(e) Actions”); providedSubadviser nor any parent, howeversubsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be made on behalf of the Fund, provided that Sub-Advisor’s ability this limitation shall not prevent the Subadviser from utilizing the services of a securities broker which is a parent, subsidiary or related firm, provided such broker effects transactions on a "cost only" or "nonprofit" basis to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, itself and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the sameprovides competitive execution. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor Subadviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund with brokers or dealers, the Sub-Advisor will attempt to obtain “"best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that enhance the Sub-Advisor’s 's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor may negotiate with and assign to a broker a commission that may exceed the commission that another broker would have charged for effecting the transaction if the Sub-Advisor determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s 's or the Sub-Advisor’s 's overall responsibilities to the Sub-Advisor’s 's discretionary accounts (the “"Section 28(e) Actions”"); provided, however, that Sub-Advisor’s 's ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the same. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.engage

Use of Securities Brokers and Dealers. In placing The Adviser will monitor the use by master funds of broker-dealers. To the extent permitted by the Adviser's Form ADV as filed with the SEC, purchase and sale orders for the Fund will usually be placed with brokers or dealers, who are selected by the Sub-Advisor will attempt Adviser as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the a Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Adviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Advisor’s Adviser's overall responsibilities to the Sub-Advisor’s Adviser's discretionary accounts (accounts. Neither the “Section 28(e) Actions”); providedAdviser nor any parent, howeversubsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be made on behalf of a Fund, provided that Sub-Advisor’s ability this limitation shall not prevent the Adviser from utilizing the services of a securities broker which is a parent, subsidiary or related firm, provided such broker effects transactions on a "cost only" or "nonprofit" basis to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, itself and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the sameprovides competitive execution. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor Adviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund with brokers or dealers, the Sub-Advisor Adviser will attempt to obtain “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-AdvisorAdviser’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-AdvisorAdviser’s overall responsibilities to the Sub-AdvisorAdviser’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-AdvisorAdviser’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from form time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor Adviser shall be prohibited from engaging in the same. Neither the Sub-Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be made on behalf of the Fund. Unless otherwise directed by the Trust or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor Adviser complies with the “best execution” practices described above and applicable law and regulationabove.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund with brokers or dealers, the Sub-Advisor Adviser will attempt to obtain “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-AdvisorAdviser, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that enhance the Sub-AdvisorAdviser’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that may exceed the commission that another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-AdvisorAdviser’s overall responsibilities to the Sub-AdvisorAdviser’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-AdvisorAdviser’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor Adviser shall be prohibited from engaging in the same. Unless otherwise directed by the Trust or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor Adviser complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund with brokers or dealers, the Sub-Advisor will attempt to obtain “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the FundSub-Advisor’s responsibilities to the Fund or the Sub-Advisor’s overall responsibilities to the Sub-Advisor’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the same. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will usually be placed with brokers or dealers, which are selected by the Sub-Investment Advisor will attempt as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Investment Advisor places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the FundFunds, in selecting brokers or dealers to execute such orders, the Sub-Investment Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Investment Advisor’s 's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Investment Advisor may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Investment Advisor determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Funds or the Sub-Investment Advisor’s 's overall responsibilities to the Sub-Investment Advisor’s 's discretionary accounts (accounts. Neither the “Section 28(e) Actions”); providedInvestment Advisor nor any parent, howeversubsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be made on behalf of the Funds, provided that Sub-Advisor’s ability this limitation shall not prevent the Investment Advisor from utilizing the services of a securities broker which is a parent, subsidiary or related firm, provided such broker effects transactions on a "cost only" or "nonprofit" basis to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, itself and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the sameprovides competitive execution. Unless otherwise directed by the Trust or the Advisor Corporation in writing, the Sub-Investment Advisor may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund with brokers or dealers, the Sub-Advisor will attempt to obtain “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that enhance the Sub-Advisor’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor may negotiate with and assign to a broker a commission that may exceed the commission that another broker would have charged for effecting the transaction if the Sub-Advisor determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-Advisor’s overall responsibilities to the Sub-Advisor’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Advisor shall inform the Sub-Advisor in writing that the Sub-Advisor shall be prohibited from engaging in the same. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation. The Sub-Advisor shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Advisor or chosen by the Sub-Advisor with reasonable care.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will usually be placed with brokers or dealers, which are selected by the Sub-Advisor will attempt Adviser as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the FundFunds, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Adviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Funds' or the Sub-Advisor’s Adviser's overall responsibilities to the Sub-Advisor’s Adviser's discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, accounts. Neither the Sub-Advisor Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be prohibited from engaging in made on behalf of the sameFunds. Unless otherwise directed by the Trust Company or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund with brokers or dealers, the Sub-Advisor Adviser will attempt to obtain “"best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Adviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s 's or the Sub-Advisor’s Adviser's overall responsibilities to the Sub-Advisor’s Adviser's discretionary accounts (the “"Section 28(e) Actions”"); provided, however, that Sub-Advisor’s Adviser's ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from Directors form time to time, and if such Trustees Directors reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor Adviser shall be prohibited from engaging in the same. Neither the Sub-Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be made on behalf of the Fund. Unless otherwise directed by the Trust Company or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor Adviser complies with the “"best execution” " practices described above and applicable law and regulationabove.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will usually be placed with brokers or dealers, which are selected by the Sub-Advisor will attempt as able to obtain achieve “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter hereafter set forth. Whenever the Sub-Advisor places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Advisor’s overall responsibilities to the Sub-Advisor’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, accounts. Neither the Sub-Advisor nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be prohibited from engaging in made on behalf of the sameFund. Unless otherwise directed by the Trust or the Investment Advisor in writing, the Sub-Advisor may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will usually be placed with brokers or dealers, which are selected by the Sub-Advisor will attempt Subadviser as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter hereafter set forth. Whenever the Sub-Advisor Subadviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Subadviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Subadviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Subadviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Subadviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Advisor’s Subadviser's overall responsibilities to the Sub-Advisor’s Subadviser's discretionary accounts (accounts. Neither the “Section 28(e) Actions”); providedSubadviser nor any parent, however, that Sub-Advisor’s ability subsidiary or related firm shall act as a securities broker with respect to engage in Section 28(e) Actions shall any purchases or sales of securities which may be subject to review by made on behalf of the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the sameFund. Unless otherwise directed by the Trust Company or the Advisor Adviser in writing, the Sub-Advisor Subadviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will usually be placed with brokers or dealers, which are selected by the Sub-Advisor will attempt Investment Manager as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Investment Manager places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the FundFunds, in selecting brokers or dealers to execute such orders, the Sub-Advisor Investment Manager is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Investment Manager's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Investment Manager may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Investment Manager determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Funds or the Sub-Advisor’s Investment Manager's overall responsibilities to the Sub-Advisor’s Investment Manager's discretionary accounts (accounts. Neither the “Section 28(e) Actions”); providedInvestment Manager nor any parent, howeversubsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be made on behalf of the Funds, provided that Sub-Advisor’s ability this limitation shall not prevent the Investment Manager from utilizing the services of a securities broker which is a parent, subsidiary or related firm, provided such broker effects transactions on a "cost only" or "nonprofit" basis to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, itself and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the sameprovides competitive execution. Unless otherwise directed by the Trust or the Advisor Corporation in writing, the Sub-Advisor Investment Manager may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund with brokers or dealers, the Sub-Advisor will attempt to obtain “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that enhance the Sub-Advisor’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor may negotiate with and assign to a broker a commission that may exceed the commission that another broker would have charged for effecting the transaction if the Sub-Advisor determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-Advisor’s overall responsibilities to the Sub-Advisor’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the same. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund Funds with brokers or dealers, the Sub-Advisor Adviser will attempt to obtain “best execution” of such orders. “Best execution” shall mean prompt orders in accordance with, and reliable execution at the most favorable terms of executionas defined under, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forthAdviser’s Best Execution policy. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the FundFunds, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that enhance the Sub-AdvisorAdviser’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that may exceed the commission that another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms of either of the Fund’s that particular transaction or the Sub-AdvisorAdviser’s overall responsibilities with respect to the Fund and the Sub-AdvisorAdviser’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-AdvisorAdviser’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does Funds do not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor Adviser shall be prohibited from engaging in the same. Unless otherwise directed by the Trust or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever securities brokerage firm or firms it deems appropriate in accordance with its best execution obligations described above. Prior to the extent that such firms are competitive with respect issuing any instruction to price of services and execution, and so long as the Sub-Advisor complies Adviser that either (i) limits Sub-Adviser’s ability to select brokers and/or dealers for the Fund or (ii) mandates specific brokers and/or dealers to be used for the Fund, the Adviser and/or Trust will consult with Sub-Adviser to ensure the “best execution” practices described above and applicable law and regulationSub-Adviser is able to implement such instruction.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will usually be placed with brokers or dealers, which are selected by the Sub-Advisor will attempt Subadvisor as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter hereafter set forth. Whenever the Sub-Advisor Subadvisor places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Subadvisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Subadvisor's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Subadvisor may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Subadvisor determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Advisor’s Subadvisor's overall responsibilities to the Sub-Advisor’s Subadvisor's discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability accounts. The Subadvises and its affiliates are permitted to engage in Section 28(e) Actions shall be subject act as a securities broker with respect to review by the Trustees from time to time, purchases and if such Trustees reasonably determine that sales of securities on behalf of the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the sameaccordance with applicable regulations. Unless otherwise directed by the Trust Company or the Investment Advisor in writing, the Sub-Advisor Subadvisor may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund with brokers or dealers, the Sub-Advisor will attempt to obtain “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that enhance the Sub-Advisor’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor may negotiate with and assign to a broker a commission that may exceed the commission that another broker would have charged for effecting the transaction if the Sub-Advisor determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-Advisor’s overall responsibilities to the Sub-Advisor’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, Advisor shall inform the Sub-Advisor in writing that the Sub-Advisor shall be prohibited from engaging in the same. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will usually be placed with brokers or dealers, which are selected by the Sub-Advisor will attempt Adviser as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Adviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Advisor’s Adviser's overall responsibilities to the Sub-Advisor’s Adviser's discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, accounts. Neither the Sub-Advisor Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be prohibited from engaging in made on behalf of the sameFund. Unless otherwise directed by the Trust Company or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will usually be placed with brokers or dealers, which are selected by the Sub-Advisor will attempt Adviser as able to obtain achieve “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter hereafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-AdvisorAdviser’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-AdvisorAdviser’s overall responsibilities to the Sub-AdvisorAdviser’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, accounts. Neither the Sub-Advisor Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be prohibited from engaging in made on behalf of the sameFund. Unless otherwise directed by the Trust or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund with brokers or dealers, the Sub-Advisor will attempt to obtain “best execution” of such orders. “Best execution” shall mean prompt and reliable best overall execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that enhance the Sub-Advisor’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor may negotiate with and assign to a broker a commission that may exceed the commission that another broker would have charged for effecting the transaction if the Sub-Advisor determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-Advisor’s overall responsibilities to the Sub-Advisor’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions third-party soft dollar transactions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actionsactivity, the Sub-Advisor shall be prohibited from engaging in the samesame with respect to the Fund. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will be placed with brokers or dealers, that are selected by the Sub-Advisor will attempt Adviser as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the FundFunds, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Adviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amendedamended (the "1934 Act"), that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Funds or the Sub-Advisor’s Adviser's overall responsibilities to the Sub-Advisor’s Adviser's discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, accounts. Neither the Sub-Advisor Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be prohibited from engaging in made on behalf of the sameFunds, except as may be permitted under the 1940 Act. Unless otherwise directed by the Trust Company or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase The Investment Adviser is responsible for decisions to buy and sale orders sell securities and other investments for the Fund with brokers or dealersFunds, the Subbroker-Advisor dealer selection, and negotiation of brokerage commission rates. The Investment Adviser's primary consideration in effecting a security transaction will attempt be to obtain “the best execution” of such orders. “Best execution” shall mean prompt and reliable execution at for the most favorable terms of executionFunds, taking into account pricethe factors specified in the Registration Statement, speed and efficiency of execution, or other factors that may be deemed relevant specified by the SubBoard. The price to a Fund in any transaction may be less favorable than that available from another broker-Advisordealer if the difference is reasonably justified, and in the other provisions hereinafter set forth. Whenever judgment of the Sub-Advisor places orders, or directs Investment Adviser in the placement exercise of orders, for the purchase or sale of portfolio securities on behalf of its fiduciary obligations to the Fund, in selecting brokers or dealers by other aspects of the portfolio execution services offered. Subject to execute such orders, policies as the Sub-Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that enhance the Sub-Advisor’s research Board may determine and portfolio management capability generally. It is further understood in accordance consistent with Section 28(e) of the Securities Exchange Act of 1934, as amendedamended (the "1934 Act") or other applicable law, that the SubInvestment Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker-Advisor may negotiate with and assign to dealer for effecting a broker a portfolio investment transaction in excess of the amount of commission that may exceed the commission that another broker broker-dealer would have charged for effecting the transaction that transaction, if the Sub-Advisor Investment Adviser determines in good faith that the such amount of commission charged was reasonable in relation to the value of the brokerage and/or and research services (as defined in Section 28(e)) provided by such broker-dealer, viewed in terms of either of the Fund’s that particular transaction or the Sub-Advisor’s Investment Adviser's overall responsibilities to the Sub-Advisor’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the same. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price a Fund and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder and Section 17(e) of the 1940 Act and Rule 17e-1 thereunder, the Investment Adviser is further authorized to allocate the orders placed by it on behalf of a Fund to the Investment Adviser if it is registered as a broker-dealer with the Securities and Exchange Commission ("SEC"), to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Fund, the Investment Adviser or an affiliate of the Investment Adviser. Such allocation shall be in such amounts and executionproportions as the Investment Adviser shall determine consistent with the above standards, and so long the Investment Adviser will report on said allocation regularly to the Board if and as the Sub-Advisor complies with the “best execution” practices described above and required under applicable law or regulation, indicating the broker-dealers to which such allocations have been made and regulationthe basis therefor.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will usually be placed with brokers or dealers, which are selected by the Sub-Advisor will attempt Subadvisor as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter hereafter set forth. Whenever the Sub-Advisor Subadvisor places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Subadvisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Subadvisor's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Subadvisor may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Subadvisor determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Advisor’s Subadvisor's overall responsibilities to the Sub-Advisor’s Subadvisor's discretionary accounts (accounts. Neither the “Section 28(e) Actions”); providedSubadvisor nor any parent, however, that Sub-Advisor’s ability subsidiary or related firm shall act as a securities broker with respect to engage in Section 28(e) Actions shall any purchases or sales of securities which may be subject to review by made on behalf of the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the sameFund. Unless otherwise directed by the Trust Company or the Investment Advisor in writing, the Sub-Advisor Subadvisor may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund with brokers or dealers, the Sub-Advisor Adviser will attempt to obtain “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-AdvisorAdviser, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that enhance the Sub-AdvisorAdviser’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that may exceed the commission that another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-AdvisorAdviser’s overall responsibilities to the Sub-AdvisorAdviser’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-AdvisorAdviser’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees Board from time to time, and if such Trustees the Board reasonably determine determines that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor Adviser shall be prohibited from engaging in the same. Unless otherwise directed by the Trust or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor Sub- Adviser complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will usually be placed with brokers or dealers, which are selected by the Sub-Advisor will attempt Subadviser as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter hereafter set forth. Whenever the Sub-Advisor Subadviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Subadviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Subadviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Subadviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Subadviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Advisor’s Subadviser's overall responsibilities to the Sub-Advisor’s Subadviser's discretionary accounts (accounts. Neither the “Section 28(e) Actions”); providedSubadviser nor any parent, however, that Sub-Advisor’s ability subsidiary or related firm shall act as a securities broker with respect to engage in Section 28(e) Actions shall any purchases or sales of securities which may be subject to review by made on behalf of the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the sameFund. Unless otherwise directed by the Trust Company or the Investment Advisor in writing, the Sub-Advisor Subadviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will be placed with brokers or dealers, that are selected by the Sub-Advisor will attempt Adviser as able to obtain achieve “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-AdvisorAdviser’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amendedamended (the “1934 Act”), that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-AdvisorAdviser’s overall responsibilities to the Sub-AdvisorAdviser’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, accounts. Neither the Sub-Advisor Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be prohibited from engaging in made on behalf of the sameFund, except as may be permitted under the 1940 Act. Unless otherwise directed by the Trust or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will be placed with brokers or dealers, that are selected by the Sub-Advisor will attempt as able to obtain achieve “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amendedamended (the “1934 Act”), that the Sub-Advisor may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Advisor’s overall responsibilities to the Sub-Advisor’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, accounts. Neither the Sub-Advisor nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be prohibited from engaging in made on behalf of the sameFund, except as may be permitted under the 1940 Act. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will usually be placed with brokers or dealers, which are selected by the Sub-Advisor will attempt Adviser as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the a Fund, in selecting brokers or dealers to execute such orders, ; the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Adviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Funds or the Sub-Advisor’s Adviser's overall responsibilities to the Sub-Advisor’s Adviser's discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, accounts. Neither the Sub-Advisor Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be prohibited from engaging in made on behalf of a Fund. Neither the sameSub-Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be made on behalf of the Fund, except as may be permitted under the 1940 Act. Unless otherwise directed by the Trust or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will usually be placed with brokers or dealers, which are selected by the Sub-Advisor will attempt Subadviser as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Subadviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Subadviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Subadviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Subadviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Subadviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Advisor’s Subadviser's overall responsibilities to the Sub-Advisor’s Subadviser's discretionary accounts (accounts. Neither the “Section 28(e) Actions”); providedSubadviser nor any parent, howeversubsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be made on behalf of the Fund. Neither the Subadviser nor any parent, that Sub-Advisor’s ability subsidiary or related firm shall act as a securities broker with respect to engage in Section 28(e) Actions shall any purchases or sales of securities which may be subject to review by made on behalf of the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the sameFund. Unless otherwise directed by the Trust Company or the Advisor Adviser in writing, the Sub-Advisor Subadviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will usually be placed with brokers or dealersbrokers, which are selected by the Sub-Advisor will attempt Adviser as able to obtain achieve “best execution” of such orders. “‘Best execution” shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-AdvisorAdviser’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-AdvisorAdviser’s overall responsibilities to the Sub-AdvisorAdviser’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, accounts. Neither the Sub-Advisor Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities, which may be prohibited from engaging in made on behalf of the sameFund. Unless otherwise directed by the Trust or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will usually be placed with brokers or dealers, which are selected by the Sub-Advisor will attempt Subadviser as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Subadviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, ; the Sub-Advisor Subadviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Subadviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Subadviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Subadviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Advisor’s Subadviser's overall responsibilities to the Sub-Advisor’s Subadviser's discretionary accounts (accounts. Neither the “Section 28(e) Actions”); providedSubadviser nor any parent, howeversubsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be made on behalf of the Fund. Neither the Subadviser nor any parent, that Sub-Advisor’s ability subsidiary or related firm shall act as a securities broker with respect to engage in Section 28(e) Actions shall any purchases or sales of securities which may be subject to review by made on behalf of the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the sameFund. Unless otherwise directed by the Trust Company or the Advisor Adviser in writing, the Sub-Advisor Subadviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund with brokers or dealers, the Sub-Advisor will attempt to obtain “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that enhance the Sub-Advisor’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amendedamended (the “Securities Exchange Act of 1934”), that the Sub-Advisor may negotiate with and assign to a broker a commission that may exceed the commission that another broker would have charged for effecting the transaction if the Sub-Advisor determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or and research services (as defined in Section 28(e)) of the Securities Exchange Act of 1934 and related SEC interpretations) provided by such broker, viewed in terms either of the Fund’s or the Sub-Advisor’s overall responsibilities to the Sub-Advisor’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that the Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the samesame with respect to the Fund. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the each Fund with brokers or dealers, the Sub-Advisor Adviser will attempt to obtain “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-AdvisorAdviser, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the FundFunds, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that enhance the Sub-AdvisorAdviser’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that may exceed the commission that another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Funds’ or the Sub-AdvisorAdviser’s overall responsibilities to the Sub-AdvisorAdviser’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-AdvisorAdviser’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does Funds do not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor Adviser shall be prohibited from engaging in the same. Unless otherwise directed by the Trust or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor Adviser complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will usually be placed with brokers or dealers, which are selected by the Sub-Advisor will attempt Subadviser as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Subadviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Subadviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Subadviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Subadviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Subadviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Advisor’s Subadviser's overall responsibilities to the Sub-Advisor’s Subadviser's discretionary accounts (accounts. Neither the “Section 28(e) Actions”); providedSubadviser nor any parent, however, that Sub-Advisor’s ability subsidiary or related firm shall act as a securities broker with respect to engage in Section 28(e) Actions shall any purchases or sales of securities which may be subject to review by made on behalf of the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the sameFund. Unless otherwise directed by the Trust Company or the Advisor Adviser in writing, the Sub-Advisor Subadviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will usually be placed with brokers or dealers, which are selected by the Sub-Advisor will attempt Adviser as able to obtain achieve “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, ; the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-AdvisorAdviser’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-AdvisorAdviser’s overall responsibilities to the Sub-AdvisorAdviser’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, accounts. Neither the Sub-Advisor Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be prohibited from engaging in made on behalf of the sameFund. Neither the Sub-Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be made on behalf of the Fund. Unless otherwise directed by the Trust or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund Funds with brokers or dealers, the Sub-Advisor Adviser will attempt to obtain “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-AdvisorAdviser, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the FundFunds, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that enhance the Sub-AdvisorAdviser’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that may exceed the commission that another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Funds’ or the Sub-AdvisorAdviser’s overall responsibilities to the Sub-AdvisorAdviser’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-AdvisorAdviser’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor Adviser shall be prohibited from engaging in the same. Unless otherwise directed by the Trust or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor Sub- Adviser complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing The Adviser will monitor the use by master funds of broker-dealers. To the extent permitted by the Adviser's Form ADV, purchase and sale orders for the Fund will usually be placed with brokers or dealers, who are selected by the Sub-Advisor will attempt Adviser as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Adviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Advisor’s Adviser's overall responsibilities to the Sub-Advisor’s Adviser's discretionary accounts (accounts. Neither the “Section 28(e) Actions”); providedAdviser nor any parent, howeversubsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be made on behalf of the Fund, provided that Sub-Advisor’s ability this limitation shall not prevent the Adviser from utilizing the services of a securities broker which is a parent, subsidiary or related firm, provided such broker effects transactions on a "cost only" or "nonprofit" basis to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, itself and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the sameprovides competitive execution. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor Adviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will be placed with brokers or dealers, that are selected by the Sub-Advisor will attempt Adviser as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Adviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amendedamended (the "1934 Act"), that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Advisor’s Adviser's overall responsibilities to the Sub-Advisor’s Adviser's discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, accounts. Neither the Sub-Advisor Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be prohibited from engaging in made on behalf of the sameFund, except as may be permitted under the 1940 Act. Unless otherwise directed by the Trust Company or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund Funds with brokers or dealers, the Sub-Advisor Adviser will attempt to obtain “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the FundFunds, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that enhance the Sub-AdvisorAdviser’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that may exceed the commission that another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Funds’ or the Sub-AdvisorAdviser’s overall responsibilities to the Sub-AdvisorAdviser’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-AdvisorAdviser’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does Funds do not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor Adviser shall be prohibited from engaging in the same. Unless otherwise directed by the Trust or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor Adviser complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing The Adviser will monitor the use by any subadviser of broker-dealers. To the extent permitted by the Adviser's Form ADV as filed with the SEC, purchase and sale orders for the Fund will usually be placed with brokers or dealers, who are selected by the Sub-Advisor will attempt Adviser as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Adviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Fund or the Sub-Advisor’s Adviser's overall responsibilities to the Sub-Advisor’s Adviser's discretionary accounts (accounts. Neither the “Section 28(e) Actions”); providedAdviser nor any parent, howeversubsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be made on behalf of the Fund, provided that Sub-Advisor’s ability this limitation shall not prevent the Adviser from utilizing the services of a securities broker which is a parent, subsidiary or related firm, provided such broker effects transactions on a "cost only" or "nonprofit" basis to engage itself or otherwise in Section 28(e) Actions shall be subject to review by the Trustees from time to time, accordance with applicable law and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the sameprovides competitive execution. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor Adviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund with brokers or dealers, the Sub-Advisor will attempt to obtain “"best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that enhance the Sub-Advisor’s 's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor may negotiate with and assign to a broker a commission that may exceed the commission that another broker would have charged for effecting the transaction if the Sub-Advisor determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s 's or the Sub-Advisor’s 's overall responsibilities to the Sub-Advisor’s 's discretionary accounts (the “"Section 28(e) Actions”"); provided, however, that Sub-Advisor’s 's ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the same. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Sub- Advisor complies with the “"best execution” " practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing The Adviser will monitor the use by master funds of broker-dealers. To the extent permitted by the Adviser's Form ADV as filed with the SEC, purchase and sale orders for the Fund will usually be placed with brokers or dealers, who are selected by the Sub-Advisor will attempt Adviser as able to obtain “achieve "best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the each Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-Advisor’s Adviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s each Fund or the Sub-Advisor’s Adviser's overall responsibilities to the Sub-Advisor’s Adviser's discretionary accounts (accounts. Neither the “Section 28(e) Actions”); providedAdviser nor any parent, howeversubsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be made on behalf of each Fund, provided that Sub-Advisor’s ability this limitation shall not prevent the Adviser from utilizing the services of a securities broker which is a parent, subsidiary or related firm, provided such broker effects transactions on a "cost only" or "nonprofit" basis to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, itself and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the sameprovides competitive execution. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor Adviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase Purchase and sale orders for the Fund will usually be placed with brokers or dealers, which are selected by the Sub-Advisor will attempt Adviser as able to obtain achieve “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of executionsecurities price, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the FundFunds, in selecting brokers or dealers to execute such orders, the Sub-Advisor Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that which enhance the Sub-AdvisorAdviser’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor Adviser may negotiate with and assign to a broker a commission that which may exceed the commission that which another broker would have charged for effecting the transaction if the Sub-Advisor Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s Funds’ or the Sub-AdvisorAdviser’s overall responsibilities to the Sub-AdvisorAdviser’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, accounts. Neither the Sub-Advisor Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities which may be prohibited from engaging in made on behalf of the sameFunds. Unless otherwise directed by the Trust or the Advisor Adviser in writing, the Sub-Advisor Adviser may utilize the service of whatever independent securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund with brokers or dealers, the Sub-Advisor will attempt to obtain “"best execution” " of such orders. “"Best execution” " shall mean prompt and reliable execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that enhance the Sub-Advisor’s 's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor may negotiate with and assign to a broker a commission that may exceed the commission that another broker would have charged for effecting the transaction if the Sub-Advisor determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s 's or the Sub-Advisor’s 's overall responsibilities to the Sub-Advisor’s 's discretionary accounts (the “"Section 28(e) Actions”"); provided, however, that Sub-Advisor’s 's ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the same. Unless otherwise directed by the Trust or the Advisor in writing, the Sub-Advisor may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “"best execution” " practices described above and applicable law and regulation.

Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund with brokers or dealers, the Sub-Advisor will attempt to obtain “best execution” of such orders. “Best execution” shall mean prompt and reliable execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution, other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. Whenever the Sub-Advisor places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers to execute such orders, the Sub-Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that enhance the Sub-Advisor’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor may negotiate with with, and assign to a broker broker, a commission that may exceed the commission that another broker would have charged for effecting the transaction if the Sub-Advisor determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund’s or the Sub-Advisor’s overall responsibilities to the Sub-Advisor’s discretionary accounts (the “Section 28(e) Actions”); provided, however, that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees Directors from time to time, and if such Trustees Directors reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor shall be prohibited from engaging in the same. Unless otherwise directed by the Trust Corporation or the Advisor in writing, the Sub-Advisor may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor complies with the “best execution” practices described above and applicable law and regulation.