Common use of Broker/Dealer Relationships Clause in Contracts

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for In connection with the purchase and sale of securities for the Funds, the Adviser is responsible for broker-dealer selection, selection and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into considerationconsider among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's ’s primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's ’s Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser Investment Manager is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of the Fund's brokerage commission rates. The Sub-AdviserInvestment Manager shall determine the securities to be purchased or sold by the Fund pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy with respect to brokerage as set forth in the Company's Prospectus and Statement of Additional Information as in effect from time to time (together, the "Registration Statement"), or as the Directors may determine from time to time. Generally, the Investment Manager's primary consideration in effecting a security transaction placing Fund securities transactions with broker-dealers for execution will be to obtain obtain, and maintain the availability of, best execution at the best available price. The Investment Manager may consider sale of the shares of the Fund in allocating Fund securities transactions, subject to the requirements of best net price available and most favorable execution. Consistent with this policy, the Investment Manager, in allocating Fund securities transactions, will take all relevant factors into consideration, including, but not limited to: the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Trust's Board of Trustees Directors may from time to time determine, the SubInvestment Manager shall have discretion to effect investment transactions for the Fund through broker-Adviser shall not be deemed dealers (including, to have acted unlawfully or the extent permissible under applicable law, broker-dealers affiliated with the Investment Manager) qualified to have breached any duty created by this Agreement or otherwise solely by reason obtain best execution of having caused a such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Fund to pay a broker or dealer that provides brokerage and research services to the Subany such broker-Adviser dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Investment Manager determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and or research services provided by such broker or broker-dealer, viewed in terms of either that particular investment transaction or the Investment Manager's overall responsibilities of the Sub-Adviser with respect to the Fund and other accounts as to other clients which the Investment Manager exercises investment discretion (as such term is defined in section 3(a)(35) of the Sub-Adviser1934 Act). The Sub-Adviser is further authorized to allocate the Allocation of orders placed by it the Investment Manager on behalf of the Funds Fund to brokers and such broker-dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser Investment Manager shall determine in good faith in conformity with its responsibilities under applicable laws, rules and the Sub-Adviser regulations. The Investment Manager will report on said such allocations regularly to the Board of Trustees of Directors regularly as requested by the Trust Directors, indicating the brokers broker-dealers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser Investment Manager is responsible for the purchase decisions to buy and sale of sell securities for the FundsPortfolio, broker-dealer selection, and negotiation of the Portfolio's brokerage commission rates. The Sub-AdviserInvestment Manager shall determine the securities to be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy with respect to brokerage as set forth in the Trust's Prospectus and Statement of Additional Information as in effect from time to time (together, the "Registration Statement"), or as the Trustees may determine from time to time. Generally, the Investment Manager's primary consideration in effecting a security transaction placing Portfolio securities transactions with broker-dealers for execution will be to obtain obtain, and maintain the availability of, best execution at the best available price. The Investment Manager may consider the sale of shares of the Portfolio in allocating Portfolio securities transactions, subject to the requirements of best net price available and most favorable execution. Consistent with this policy, the Investment Manager, in allocating Portfolio securities transactions, will take all relevant factors into consideration, including, but not limited to: the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund investment performance of the Portfolio on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Trust's Board of Trustees may from time to time determine, the SubInvestment Manager shall have discretion to effect investment transactions for the Portfolio through broker-Adviser shall not be deemed dealers (including, to have acted unlawfully or the extent permissible under applicable law, broker-dealers affiliated with the Investment Manager) qualified to have breached any duty created by this Agreement or otherwise solely by reason obtain best execution of having caused a Fund such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Portfolio to pay a broker or dealer that provides brokerage and research services to the Subany such broker-Adviser dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Investment Manager determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and or research services provided by such broker or broker-dealer, viewed in terms of either that particular investment transaction or the Investment Manager's overall responsibilities of the Sub-Adviser with respect to the Fund Portfolio and other accounts as to other clients which the Investment Manager exercises investment discretion (as such term is defined in section 3(a)(35) of the Sub-Adviser1934 Act). The Sub-Adviser is further authorized to allocate the Allocation of orders placed by it the Investment Manager on behalf of the Funds Portfolio to brokers and such broker-dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser Investment Manager shall determine in good faith in conformity with its responsibilities under applicable laws, rules and the Sub-Adviser regulations. The Investment Manager will report on said such allocations regularly to the Board of Trustees of regularly as requested by the Trust Trustees, indicating the brokers broker-dealers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer brokerdealer selection, and negotiation of brokerage commission rates. The Sub-Sub- Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Sub- Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into considerationconsider among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore. Provided the investment objectives of the Funds are adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in a Fund with similar orders being made simultaneously for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser's reasonable judgment, such aggregation will result in an overall economic benefit to the Fund, taking into consideration the advantageous selling or purchase price and brokerage commission. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and the Adviser acknowledge that the Sub-Adviser's determination of such economic benefit to the Fund may be based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, or a combination of these and other factors. The allocation of securities so purchased or sold shall be made by the Sub-Adviser in the manner that the Sub-Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund and other clients. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff ("SEC Requirements"). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser's failure to comply with any applicable SEC Requirements. The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with negligence or willful misconduct in the selection of such broker or dealer.

Broker/Dealer Relationships. The Sub-Sub- Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Sub- Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser Investment Manager is responsible for the purchase decisions to buy and sale of sell securities for the FundsPortfolio, broker-dealer selection, and negotiation of its brokerage commission rates. The Sub-AdviserInvestment Manager shall determine the securities to be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy with respect to brokerage as set forth in the Fund's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time. Generally, the Investment Manager's primary consideration in effecting a security transaction will be placing Portfolio securities transactions with broker-dealers for execution is to obtain and maintain the availability of, execution at the best net price and in the most effective manner possible. The Investment Manager may consider sale of the shares of the Portfolio, subject to the requirements of best net price and most favorable execution. In selecting a broker-dealer to execute each particular transaction for a FundConsistent with this policy, the Sub-Adviser Investment Manager will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund investment performance of the Portfolio on a continuing basis. Accordingly, the price cost of the brokerage commissions to the Fund in any transaction Portfolio may be less favorable greater than that available from another broker-dealer other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Trust's Board of Trustees of the Fund may from time to time determine, the Sub-Adviser Investment Manager 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 the Portfolio to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser Investment Manager for the Portfolio's use an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Investment Manager, determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealerbroker, viewed in terms of either that particular transaction or the overall Investment Manager's ongoing responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserPortfolio. The Sub-Adviser Investment Manager is further authorized to allocate the orders placed by it on behalf of the Funds Portfolio to such brokers and dealers who also provide research or statistical material, or other services to the Funds Fund or to the Sub-AdviserInvestment Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Investment Manager shall determine and the Sub-Adviser Investment Manager will report on said allocations regularly to the Board of Trustees of the Trust Fund regularly as requested by the Board and, in any event, at least once each calendar year if no specific request is made, indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take consider such factors it considers to be relevant to the following into considerationtransaction, which are expected to include, among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore. Provided the investment objectives of the Funds are adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in a Fund with similar orders being made at approximately the same time for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser's reasonable judgment, such aggregation will result in an overall economic benefit to the Fund. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and the Adviser acknowledge that the Sub-Adviser's determination of such economic benefit to the Fund may be based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Sub-Adviser's fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors. The allocation of securities so purchased or sold shall be made by the Sub-Adviser in the manner that the Sub-Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund and other clients. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff ("SEC Requirements"). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser's failure to comply with any applicable SEC Requirements. The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with negligence or willful misconduct in the selection of such broker or dealer.

Broker/Dealer Relationships. The Sub-Adviser is responsible for In connection with the purchase and sale of securities for the Funds, the Manager is responsible for broker-dealer selection, selection and negotiation of brokerage commission rates. The Sub-Adviser's Manager’s primary consideration in effecting a security transaction will be to obtain seek the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser Manager will take the following into considerationconsider among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis; and any applicable policies and procedures approved by the Board. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage brokerage, research and research other services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser Manager with respect to the Fund and to other clients of the Sub-AdviserManager. The Sub-Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser Manager shall determine and the Sub-Adviser Manager will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore.

Broker/Dealer Relationships. The Sub-Adviser Advisor is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-AdviserAdvisor's primary consideration in effecting a security securities transaction will be to obtain execution at the best price and executionmost favorable price. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees of the Trust may from time to time determine, the Sub-Adviser Advisor 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 the Fund to pay a broker or dealer that provides brokerage and or research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserTrust. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Fund to such brokers and or dealers who also provide research or statistical material, or other services services, to the Funds Trust, the Advisor, or to the Sub-Adviserany affiliate of either. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine determine, and the Sub-Adviser will Advisor shall report on said such allocations regularly to the Board of Trustees of the Trust Trust, indicating the brokers broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-broker- dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-broker- dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Sub- Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor. Provided the investment objectives of the Fund are adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in the Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser, if, in Sub-Adviser's reasonable judgement, such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the advantageous selling or purchase price and brokerage commission. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and Adviser acknowledge that Sub-Adviser's determination of such economic benefit to the Fund is based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, or a combination of these and other factors. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff ("SEC Requirements"). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser's failure to comply with any SEC Requirements.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-broker- dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the TrustCompany's Board of Trustees Directors may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees Directors of the Trust Company indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's ’s primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take consider such factors it considers to be relevant to the following into considerationtransaction, which are expected to include, among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore. Provided the investment objectives of the Funds are adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in a Fund with similar orders being made at approximately the same time for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser’s reasonable judgment, such aggregation will result in an overall economic benefit to the Fund. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and the Adviser acknowledge that the Sub-Adviser’s determination of such economic benefit to the Fund may be based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Sub-Adviser’s fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors. The allocation of securities so purchased or sold shall be made by the Sub-Adviser in the manner that the Sub-Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund and other clients. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff (“SEC Requirements”). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser’s failure to comply with any applicable SEC Requirements. The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with negligence or willful misconduct in the selection of such broker or dealer.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the TrustAdviser or the Company's Board of Trustees Directors may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine determine, and the Sub-Adviser will report on said allocations regularly to the Adviser and to the Board of Trustees Directors of the Trust Company indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's ’s primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into considerationconsider among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore. Provided the investment objectives of the Funds are adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in a Fund with similar orders being made simultaneously for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser’s reasonable judgment, such aggregation will result in an overall economic benefit to the Fund, taking into consideration the advantageous selling or purchase price and brokerage commission. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and the Adviser acknowledge that the Sub-Adviser’s determination of such economic benefit to the Fund may be based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, or a combination of these and other factors. The allocation of securities so purchased or sold shall be made by the Sub-Adviser in the manner that the Sub-Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund and other clients. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff (“SEC Requirements”). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser’s failure to comply with any applicable SEC Requirements. The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with negligence or willful misconduct in the selection of such broker or dealer.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, which may include an affiliate of the Sub-Adviser, subject to applicable laws and regulation, the Sub-Adviser will take the following into considerationconsider among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore. Provided the investment objectives of the Funds are adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in a Fund with similar orders being made simultaneously for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser's reasonable judgment, such aggregation will result in an overall economic benefit to the Fund, taking into consideration the advantageous selling or purchase price and brokerage commission. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and the Adviser acknowledge that the Sub-Adviser's determination of such economic benefit to the Fund may be based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, or a combination of these and other factors. The allocation of securities so purchased or sold shall be made by the Sub-Adviser in the manner that the Sub-Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund and other clients. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff ("SEC Requirements"). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser's failure to comply with any SEC Requirements. The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with negligence or willful misconduct in the selection of such broker or dealer.

Broker/Dealer Relationships. The Sub-Adviser Investment Manager is responsible for the purchase decisions to buy and sale of sell ---------------------------- securities for the FundsPortfolio, broker-dealer selection, and negotiation of its brokerage commission rates. The Sub-AdviserInvestment Manager shall determine the securities to be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy with respect to brokerage as set forth in the Fund's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time. Generally, the Investment Manager's primary consideration in effecting a security transaction will be placing Portfolio securities transactions with broker-dealers for execution is to obtain and maintain the availability of, execution at the best net price and in the most effective manner possible. The Investment Manager may consider sale of the shares of the Portfolio, subject to the requirements of best net price and most favorable execution. In selecting a broker-dealer to execute each particular transaction for a FundConsistent with this policy, the Sub-Adviser Investment Manager will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund investment performance of the Portfolio on a continuing basis. Accordingly, the price cost of the brokerage commissions to the Fund in any transaction Portfolio may be less favorable greater than that available from another broker-dealer other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Trust's Board of Trustees of the Fund may from time to time determine, the Sub-Adviser Investment Manager 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 the Portfolio to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser Investment Manager for the Portfolio's use an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Investment Manager, determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealerbroker, viewed in terms of either that particular transaction or the overall Investment Manager's ongoing responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserPortfolio. The Sub-Adviser Investment Manager is further authorized to allocate the orders placed by it on behalf of the Funds Portfolio to such brokers and dealers who also provide research or statistical material, or other services to the Funds Fund or to the Sub-AdviserInvestment Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Investment Manager shall determine and the Sub-Adviser Investment Manager will report on said allocations regularly to the Board of Trustees of the Trust Fund regularly as requested by the Board and, in any event, at least once each calendar year if no specific request is made, indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The In circumstances when the Sub-Adviser Advisor is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The , the Sub-AdviserAdvisor's primary consideration in effecting a security transaction will be execution of orders at the most favorable price on an overall basis. In performing this function the Sub-Advisor shall comply with applicable policies established by the Board of Directors and shall provide the Board of Directors with such reports as the Board of Directors may require in order to obtain monitor the best price and executionFund's portfolio transaction activities. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Advisor 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 the Fund to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Sub-Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and such broker-dealers who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserAdvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Advisor will report on said allocations allocation regularly to the Board of Trustees Directors of the Trust Fund, indicating the brokers to whom such allocations have been made and the basis therefor. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Directors may determine, the Sub-Advisor may consider services in connection with the sale of shares of the Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. Subject to the policies established by the Board of Directors in compliance with applicable law, the Advisor may direct BT Alex. Xxxxx Incorporated ("BT Alex. Xxxxx") to execute portfolio transactions for the Fund on an agency basis. The commissions paid to BT Alex. Xxxxx must be, as required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Sub-Advisor is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Sub-Advisor. BT Alex. Xxxxx and the Sub-Advisor may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution. The Fund will not deal with the Sub-Advisor or BT Alex. Xxxxx in any transaction in which the Sub-Advisor or BT Alex. Xxxxx acts as a principal with respect to any part of the Fund's order. If BT Alex. Xxxxx is participating in an underwriting or selling group, the Fund may not buy portfolio securities from the group except in accordance with policies established by the Board of Directors in compliance with rules of the SEC.

Broker/Dealer Relationships. The Sub-Adviser Investment Manager is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of the Fund's brokerage commission rates. The Sub-AdviserInvestment Manager shall determine the securities to be purchased or sold by the Fund pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy with respect to brokerage as set forth in the Company's Prospectus and Statement of Additional Information as in effect from time to time (together, the "Registration Statement"), or as the Directors may determine from time to time. Generally, the Investment Manager's primary consideration in effecting a security transaction placing Fund securities transactions with broker-dealers for execution will be to obtain obtain, and maintain the availability of, best execution at the best available price. The Investment Manager may consider sale of the shares of the Fund in allocating Fund securities transactions, subject to the requirements of best net price available and most favorable execution. Consistent with this policy, the Investment Manager, in allocating Fund securities transactions, will take all relevant factors into consideration, including, but not limited to: the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Trust's Board of Trustees Directors may from time to time determine, the Investment Manager shall have discretion to effect investment transactions for the Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser shall not be deemed Adviser) qualified to have acted unlawfully or obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to have breached any duty created by this Agreement or otherwise solely by reason of having caused a cause the Fund to pay a broker or dealer that provides brokerage and research services to the Subany such broker-Adviser dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Investment Manager determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and or research services provided by such broker or broker-dealer, viewed in terms of either that particular investment transaction or the Investment Manager's overall responsibilities of the Sub-Adviser with respect to the Fund and other accounts as to other clients which the Investment Manager exercises investment discretion (as such term is defined in section 3(a)(35) of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser1934 Act). Such allocation shall be in such amounts and proportions as the Sub-Adviser Investment Manager shall determine in good faith in conformity with its responsibilities under applicable laws, rules and the Sub-Adviser regulations. The Investment Manager will report on said such allocations regularly to the Board of Trustees of Directors regularly as requested by the Trust Directors, indicating the brokers broker-dealers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Investment Adviser is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Investment Adviser's ’s primary consideration in effecting a security transaction will be execution at a price that is reasonable and fair compared to obtain the best price and executioncommission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions including similar securities being purchased or sold on a securities exchange during a comparable period of time. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Investment Adviser will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Trust's Board of Trustees may from time to time determine, the Sub-Investment 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 the Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Investment Adviser for the Fund’s use an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Investment Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Investment Adviser’s overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Investment Adviser is further authorized to allocate the orders placed by it on behalf of the Funds Fund to such brokers and dealers who also provide research or statistical material, or other services to the Funds Fund or to the Sub-AdviserInvestment Adviser for the Fund’s use. Such allocation shall be in such amounts and proportions as the Sub-Investment Adviser shall determine and the Sub-Investment Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase decisions to buy and sale of sell securities for the FundsSeries, broker-/dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain execution at the best price and executionmost favorable price. In selecting a broker-/dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-/dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-/dealer to the Fund investment performance of the Series on a continuing basis. Accordingly, the price to the Fund Series in any transaction may be less favorable than that available from another broker-/dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund the Series to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, transaction if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities of the Sub-Adviser with respect to the Fund Series and to its other clients of the Sub-Adviseras to which it exercises investment discretion. The Sub-Adviser is further authorized to allocate the place and/or to effect orders placed by it on behalf of the Funds to with such brokers and dealers who also may provide research or statistical material, material or other services to the Funds Series or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees Directors of the Trust Fund and the Adviser indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price execution and executionprice. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser In the event that the Manager is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The Sub-Adviser, the Manager's primary consideration in effecting a security transaction securities transactions will be to obtain the best price and executionexecution on an overall basis. In performing this function the Manager shall comply with applicable policies established by the Board of Directors and shall provide the Board of Directors with such reports as the Board of Directors may require in order to monitor the Fund's portfolio transaction activities. In certain instances the Manager may make purchases of underwritten issues at prices which include underwriting fees. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Manager will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Manager 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 the Fund to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Manager's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and such broker-dealers who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserManager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Manager shall determine and the Sub-Adviser Manager will report on said allocations allocation regularly to the Board of Trustees Directors of the Trust Fund, indicating the brokers broker-dealers to whom such allocations have been made and the basis therefor. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Directors may determine, the Manager may consider services in connection with the sale of shares of the Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. Subject to the policies established by the Board of Directors in compliance with applicable law, the Manager may direct Deutsche Bank Securities Inc. or its affiliates ("DB Securities") to execute portfolio transactions for the Fund on an agency basis. The commissions paid to DB Securities must be, as required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Manager is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Manager. DB Securities and the Manager may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution. The Fund will not deal with the Manager or DB Securities in any transaction in which the Manager or DB Securities acts as a principal with respect to any part of the Fund's order. If DB Securities is participating in an underwriting or selling group, the Fund may not buy portfolio securities from the group except in accordance with policies established by the Board of Directors in compliance with the rules of the SEC.

Broker/Dealer Relationships. The Sub-Adviser In the event that the Advisor is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The Sub-Adviser, the Advisor's primary consideration in effecting a security transaction securities transactions will be to obtain the best price and executionexecution on an overall basis. In performing this function the Advisor shall comply with applicable policies established by the Board of Directors and shall provide the Board of Directors with such reports as the Board of Directors may require in order to monitor the Fund's portfolio transaction activities. In certain instances the Advisor may make purchases of underwritten issues at prices which include underwriting fees. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Advisor 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 the Fund to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and such broker-dealers other than Alex. Xxxxx & Sons Incorporated ("Alex. Xxxxx") who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserAdvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Advisor will report on said allocations allocation regularly to the Board of Trustees Directors of the Trust Fund, indicating the brokers broker-dealers to whom such allocations have been made and the basis therefor. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Directors may determine, the Advisor may consider services in connection with the sale of shares of the Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. Subject to the policies established by the Board of Directors in compliance with applicable law, the Advisor may direct Alex. Xxxxx to execute portfolio transactions for the Fund on an agency basis. The commissions paid to Alex. Xxxxx must be, as required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other account of the Advisor is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Advisor. Alex. Xxxxx and the Advisor may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution. The Fund will not deal with the Advisor or Alex. Xxxxx in any transaction in which the Advisor or Alex. Xxxxx acts as a principal with respect to any part of the Fund's order. If Alex. Xxxxx is participating in an underwriting or selling group, the Fund may not buy portfolio securities from the group except in accordance with policies established by the Board of Directors in compliance with the rules of the SEC.

Broker/Dealer Relationships. The Sub-Interim Investment Adviser is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Interim Investment Adviser's primary consideration in effecting a security transaction will be execution at a price that is reasonable and fair compared to obtain the best price and executioncommission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions, including similar securities being purchased or sold on a securities exchange during a comparable period of time. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Interim Investment Adviser will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Trust's Board of Trustees may from time to time determine, the Sub-Interim Investment 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 the Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Interim Investment Adviser for the Fund's use an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Interim Investment Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Interim Investment Adviser's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Interim Investment Adviser is further authorized to allocate the orders placed by it on behalf of the Funds Fund to such brokers and dealers who also provide research or statistical material, or other services to the Funds Fund or to the Sub-AdviserInterim Investment Adviser for the Fund's use. Such allocation shall be in such amounts and proportions as the Sub-Interim Investment Adviser shall determine and the Sub-Interim Investment Adviser will report on said allocations regularly to the Board of Trustees of the Trust Fund indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the FundsFund, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's ’s primary consideration in effecting a security transaction will be to obtain the best price and executionexecution under the circumstances. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take consider such factors it considers to be relevant to the following into considerationtransaction, which are expected to include, among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the Sub-Adviser determines in good faith that the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore. Provided the investment objective of the Fund is adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in the Fund with similar orders being made at approximately the same time for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser’s reasonable judgment, such aggregation will result in an overall economic benefit to the Fund. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and the Adviser acknowledge that the Sub-Adviser’s determination of such economic benefit to the Fund may be based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Sub-Adviser’s fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors. The allocation of securities so purchased or sold shall be made by the Sub-Adviser in the manner that the Sub-Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund and other clients. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff (“SEC Requirements”). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser’s failure to comply with any applicable SEC Requirements. The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with negligence or willful misconduct in the selection of such broker or dealer.

Broker/Dealer Relationships. The Sub-Adviser is responsible for In connection with the purchase and sale of securities for the Funds, the Adviser is responsible for broker-dealer selection, selection and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price execution and executionprice. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into considerationconsider among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore.

Broker/Dealer Relationships. The Sub-Adviser is responsible for In connection with the purchase and sale of securities for the Funds, the Adviser is responsible for broker-dealer selection, selection and negotiation of brokerage commission rates. The Sub-Adviser's ’s primary consideration in effecting a security transaction will be to obtain seek the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into considerationconsider among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis; and any applicable policies and procedures approved by the Board. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage brokerage, research and research other services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take consider such factors it considers to be relevant to the following into considerationtransaction, which are expected to include, among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore. Provided the investment objectives of the Funds are adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in a Fund with similar orders being made at approximately the same time for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser's reasonable judgment, such aggregation will result in an overall economic benefit to the Fund. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and the Adviser acknowledge that the Sub-Adviser's determination of such economic benefit to the Fund may be based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Sub-Adviser's fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors. The allocation of securities so purchased or sold shall be made by the Sub-Adviser in the manner that the Sub-Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund and other clients. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff ("SEC Requirements"). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser's failure to comply with anyapplicable SEC Requirements. The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with negligence or willful misconduct in the selection of such broker or dealer.

Broker/Dealer Relationships. The In circumstances when the Sub-Adviser Advisor is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The , the Sub-AdviserAdvisor's primary consideration in effecting a security transaction will be execution of orders at the most favorable price on an overall basis. In performing this function the Sub-Advisor shall comply with applicable policies established by the Board of Directors and shall provide the Board of Directors with such reports as the Board of Directors may require in order to obtain monitor the best price and executionFund's portfolio transaction activities. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Advisor 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 the Fund to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Sub-Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and such broker-dealers who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserAdvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Advisor will report on said allocations allocation regularly to the Board of Trustees Directors of the Trust Fund, indicating the brokers to whom such allocations have been made and the basis therefor. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Directors may determine, the Sub-Advisor may consider services in connection with the sale of shares of the Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. Subject to the policies established by the Board of Directors in compliance with applicable law, the Advisor may direct Alex. Xxxxx & Sons Incorporated ("Alex. Xxxxx") to execute portfolio transactions for the Fund on an agency basis. The commissions paid to Alex. Xxxxx must be, as required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Sub-Advisor is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Sub-Advisor. Alex. Xxxxx and the Sub-Advisor may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution. The Fund will not deal with the Sub-Advisor or Alex. Xxxxx in any transaction in which the Sub-Advisor or Alex. Xxxxx acts as a principal with respect to any part of the Fund's order. If Alex. Xxxxx is participating in an underwriting or selling group, the Fund may not buy portfolio securities from the group except in accordance with policies established by the Board of Directors in compliance with rules of the SEC.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the FundsFund, broker-dealer selection, and negotiation of WELLS FARGO MASTER TRUSX -- INTERNATIONAL GROWTH PORTFOLIO brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and executionexecution under the circumstances. In selecting a broker-dealer to execute each particular transaction for a the Fund, the Sub-Adviser will take the following into considerationconsider among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the Sub-Adviser determines in good faith that the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a the Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore. Provided the investment objective of the Fund is adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in the Fund with similar orders being made simultaneously for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser's reasonable judgment, such aggregation will result in an overall economic benefit to the Fund, taking into consideration the advantageous selling or purchase price and brokerage commission. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and the Adviser acknowledge that the Sub-Adviser's determination of such economic benefit to the Fund may be based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, or a combination of these and other factors. The allocation of securities so purchased or sold shall be made by the Sub-Adviser in the manner that the Sub-Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund and other clients. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff ("SEC Requirements"). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser's failure to comply with any WELLS FARGO MASTER TRUSX -- INTERNATIONAL GROWTH PORTFOLIO applicable SEC Requirements. The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with negligence or willful misconduct in the selection of such broker or dealer.

Broker/Dealer Relationships. The Sub-Adviser Manager is responsible for the purchase and sale of securities for the FundsManager Portion of the Fund(s), broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's Manager’s primary consideration in effecting a security transaction will be to seek to obtain best execution under the best price and executioncircumstances. In selecting a broker-dealer to execute each particular transaction for a Fundthe Manager Portion of the Fund(s), the Sub-Adviser Manager will take consider such factors it considers to be relevant to the following into considerationtransaction, which are expected to include, among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund Fund(s) and other clients of the Manager on a continuing basis. Accordingly, the price to the Fund Fund(s) in any transaction may be less favorable than that available from another broker-dealer if the Manager determines in good faith that the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determinedetermine and of which the Manager is informed, the Sub-Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund the Fund(s) with respect to the Manager Portion to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser Manager with respect to the Fund Manager Portion of the Fund(s) and to other clients of the Sub-AdviserManager. The Sub-Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Funds Manager Portion of the Fund(s) to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser Manager shall determine and the Sub-Adviser Manager will report on said allocations regularly to the Board of Trustees of the Trust upon request, indicating the brokers to whom such allocations have been made and the basis therefor. Provided the investment objective of the Fund(s) is adhered to, the Manager may aggregate sales and purchase orders of securities for the Manager Portion of the Fund(s) with similar orders being made for other portfolios managed by the Manager, if, in the Manager’s reasonable judgment, such aggregation is conducted in a manner reasonably determined in good faith by the Manager to be fair and equitable to the Fund(s) over time and consistent with the Manager’s fiduciary obligations to the Fund(s) and other clients. The Manager represents and acknowledges that it is solely responsible for complying, and agrees that it shall comply, with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission or its staff in its execution of trades on behalf of the Fund(s). The Manager shall not be responsible for any acts or omissions by any broker or dealer, provided that the Manager did not act with gross negligence or willful misconduct in the selection of such broker or dealer. The Manager shall not engage in any transactions for the Manager Portion of the Fund(s) with or through any broker-dealer that (x) is an affiliated person of the Manager or (y) the Manager has been notified in writing by the Investment Manager or the Sub-Adviser is an affiliated person of the Investment Manager or the Sub-Adviser except in compliance with all applicable regulations of the Commission and the applicable policies and procedures of the Trust governing such transactions.

Broker/Dealer Relationships. The In circumstances when the Sub-Adviser Advisor is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The , the Sub-AdviserAdvisor's primary consideration in effecting a security transaction will be execution of orders at the most favorable price on an overall basis. In performing this function the Sub-Advisor shall comply with applicable policies established by the Board of Directors and shall provide the Board of Directors with such reports as the Board of Directors may require in order to obtain monitor the best price and executionFund's portfolio transaction activities. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Advisor 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 the Fund to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Sub-Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and such broker-dealers who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserAdvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Advisor will report on said allocations allocation regularly to the Board of Trustees Directors of the Trust Fund, indicating the brokers to whom such allocations have been made and the basis therefor. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Directors may determine, the Sub-Advisor may consider services in connection with the sale of shares of the Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. Subject to the policies established by the Board of Directors in compliance with applicable law, the Advisor may direct Alex. Xxxxx & Sons Incorporated ("Alex. Xxxxx") to execute portfolio transactions for the Fund on an agency basis. The commissions paid to Alex. Xxxxx must be, as required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Sub-Advisor is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Sub-Advisor. Alex. Xxxxx and the Sub-Advisor may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution. The Fund will not deal with the Sub-Advisor or Alex. Xxxxx in any transaction in which the Sub-Advisor or Alex. Xxxxx acts as a principal with respect to any part of the Fund's order. If Alex. Xxxxx is participating in an underwriting or selling group, the Fund may not buy portfolio securities from the group except in accordance with policies established by the Board of Directors in compliance with rules of the SEC.

Broker/Dealer Relationships. The Sub-Adviser Investment Manager is responsible for the purchase decisions to buy and sale of sell securities for the FundsPortfolio, broker-dealer selection, and negotiation of its brokerage commission rates. The Sub-AdviserInvestment Manager shall determine the securities to be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy with respect to brokerage as set forth in the Fund's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time. Generally, the Investment Manager's primary consideration in effecting a security transaction will be placing Portfolio securities transactions with broker-dealers for execution is to obtain and maintain the availability of, execution at the best net price and in the most effective manner possible. The Investment Manager may consider sale of the shares of the Portfolio, subject to the requirements of best net price and most favorable execution. In selecting a broker-dealer to execute each particular transaction for a FundConsistent with this policy, the Sub-Adviser Investment Manager will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; , and the value of the expected contribution of the broker-dealer to the Fund investment performance of the Portfolio on a continuing basis. Accordingly, the price cost of the brokerage commissions to the Fund in any transaction Portfolio may be less favorable greater than that available from another broker-dealer other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Trust's Board of Trustees of the Fund may from time to time determine, the Sub-Adviser Investment Manager 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 the Portfolio to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser Investment Manager for the Portfolio's use an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Investment Manager, determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealerbroker, viewed in terms of either that particular transaction or the overall Investment Manager's ongoing responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserPortfolio. The Sub-Adviser Investment Manager is further authorized to allocate the orders placed by it on behalf of the Funds Portfolio to such brokers and dealers who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserInvestment Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Investment Manager shall determine and the Sub-Adviser Investment Manager will report on said allocations regularly to the Board of Trustees of the Trust Fund regularly as requested by the Board and, in any event, at least once each calendar year if no specific request is made, indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is Managers are responsible for the purchase and sale of securities for the FundsFund(s), broker-dealer selection, and negotiation of brokerage commission rates. The parties hereto shall ensure that each Manager Sub-Adviser's Advisory Agreement shall provide that the Manager’s primary consideration in effecting a security transaction will be to obtain the best price and executionexecution under the circumstances. In selecting a broker-dealer to execute each particular transaction for a Fundthe Fund(s), the parties hereto shall ensure that each Manager Sub-Adviser Advisory Agreement shall provide that the Manager will take consider such factors it considers to be relevant to the following into considerationtransaction, which are expected to include, among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund Fund(s) on a continuing basis. Accordingly, the price to the Fund Fund(s) in any transaction may be less favorable than that available from another broker-dealer if the Manager determines in good faith that the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser a Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund the Fund(s) to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser Manager with respect to the Fund Fund(s) and to other clients of the Sub-AdviserManager. The Sub-Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Funds Fund(s) to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser Manager shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefor. With respect to any Manager Portion as to which the Sub-Adviser is acting as the Manager, the Sub-Adviser shall be directly responsible for compliance with all requirements of this Section 9. With respect to any Manager Portion allocated to another Manager, the Sub-Adviser shall be responsible for monitoring, overseeing and reporting on compliance with all requirements of this Section 9. Provided the investment objective of the Fund(s) is adhered to, the Sub-Adviser when acting as a Manager may aggregate sales and purchase orders of securities for the Fund(s) with similar orders being made at approximately the same time for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser’s reasonable judgment, such aggregation will result in an overall economic benefit to the Fund(s). In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and the Adviser acknowledge that the Sub-Adviser’s determination of such economic benefit to the Fund(s) may be based on an evaluation that the Fund(s) is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Sub-Adviser’s fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors. The allocation of securities so purchased or sold shall be made by the Sub-Adviser when acting as a Manager in the manner that the Sub-Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund(s) and other clients. The Sub-Adviser when acting as a Manager represents and acknowledges that it is solely responsible for complying, and agrees that it shall comply, with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission or its staff. The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with gross negligence or willful misconduct in the selection of such broker or dealer. The Sub-Adviser shall not engage in any transactions for the Fund(s) with or through any broker-dealer that is an affiliated person of the Sub-Adviser or of the Adviser except in compliance with all applicable regulations of the Commission and the applicable policies and procedures of the Trust governing such transactions.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, selection and negotiation of its brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be execution at the most favorable price. The Fund understands that many of the Fund's portfolio transactions will be transacted with primary market makers acting as principal on a net basis, with no brokerage commissions being paid by the Fund. Such principal transactions may, however, result in a profit to obtain the best price and executionmarket makers. In certain instances, the Adviser may make purchases of underwritten issues at prices which include underwriting fees. In selecting a broker-broker or dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-broker or dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-broker or dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-broker or dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a the Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds Fund to an affiliated broker-dealer, if any, or to such brokers and dealers who also provide research or statistical material, or other services to the Funds Fund (which material or services may also assist the Adviser in rendering services to the Sub-Adviserother clients). Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees Directors of the Trust Fund indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser Manager's primary policy is responsible for to execute all purchases and sales of portfolio instruments at the purchase most favorable prices consistent with best execution, considering all of the costs of the transaction including brokerage commissions. This policy governs the selection of brokers and sale dealers and the market in which a transaction is executed. Consistent with this policy, the Rules of securities for Fair Practice of the FundsNational Association of Securities Dealers, Inc., and such other policies as the Directors may determine, the Manager may consider sales of shares of the Fund and of the other funds advised by the Manager as a factor in the selection of broker-dealer selectiondealers to execute the Fund's portfolio transactions. However, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity Manager may consider research provided and financial condition payment may be made of the broker-dealer; the size commission higher than that charged by another broker- dealer which does not furnish research services or which furnishes research services deemed to be of and difficulty lesser value, in executing the order; and the value accordance with Section 28(e) of the expected contribution Securities Exchange Act of 1934. Section 28(e) of the broker-dealer to the Fund on Securities Exchange Act of 1934 specifies that a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser person with investment discretion shall not be "deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise a fiduciary duty" solely by reason of having because such person has caused a Fund the account to pay a broker or dealer higher commission than the lowest available under certain circumstances, provided that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting person so exercising investment discretion makes a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith determination that such amount of commission was the commissions paid are "reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, provided...viewed in terms of either that particular transaction or the his overall responsibilities of the Sub-Adviser with respect to the Fund accounts as to which he exercises investment discretion." The Manager cannot determine the extent to which commissions that reflect an element of value for research services might exceed commissions that would be payable for executing services alone. Research services furnished may be useful and of value to the Manager and its affiliates, in serving other clients as well as the Fund. Similarly, any research services obtained by the Manager or its affiliates, from the placement of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf portfolio brokerage of the Funds to brokers other clients might be useful and dealers who also provide research or statistical material, or other services of value to the Funds or Manager in carrying out its obligations to the Sub-AdviserFund. Such allocation shall Brokerage transactions involving securities of companies domiciled in countries other than the United States will be in such amounts and proportions as normally conducted on the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board principal stock exchanges of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis thereforthose countries.

Broker/Dealer Relationships. The In circumstances when the Sub-Adviser is responsible for the purchase decisions to buy and sale of sell securities for the FundsSC-ASIA, broker-dealer selection, and negotiation of its brokerage commission rates. The , the Sub-Adviser's primary consideration in effecting a security transaction will be execution of orders at the most favorable price on an overall basis. In performing this function, the Sub-Adviser shall comply with applicable policies established by the Board of Directors and shall provide the Adviser and the Board of Directors with such reports as the Adviser and the Board of Directors may require in order to obtain the best price and executionmonitor SC-ASIA's portfolio transaction activities. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund investment performance of SC-ASIA on a continuing basis. Accordingly, the price to the Fund SC-ASIA in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund SC-ASIA to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Sub- Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Sub- Adviser's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the SubSC-AdviserASIA. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds SC-ASIA to brokers and such broker-dealers who also provide research or statistical material, material or other services to the Funds SC-ASIA or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations allocation regularly to the Adviser and Board of Trustees Directors of the Trust Fund, indicating the brokers to whom such allocations have been made and the basis therefor. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Board of Directors may determine, the Sub-Adviser may consider services in connection with the sale of shares of SC- ASIA as a factor in the selection of broker-dealers to execute portfolio transactions for SC-ASIA. Subject to the policies established by the Board of Directors and the supervision of the Adviser, and in compliance with applicable law, the Adviser may direct Security Capital Markets Group Incorporated ("SCMG") to execute portfolio transactions for SC-ASIA on an agency basis. The commissions paid to SCMG must be, as required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of SC-ASIA or one or more other accounts of the Sub-Adviser is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Sub-Adviser. SCMG and the Sub- Adviser may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution. SC-ASIA will not deal with the Sub-Adviser, the Adviser or SCMG in any transaction in which the Sub-Adviser or SCMG acts as a principal with respect to any part of SC-ASIA's order. If SCMG is participating in an underwriting or selling group, SC-ASIA may not buy portfolio securities from the group except in accordance with policies established by the Board of Directors in compliance with rules of the Securities and Exchange Commission.

Broker/Dealer Relationships. The Sub-Adviser Advisor is responsible for the purchase decisions to buy and sale of sell securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-AdviserAdvisor's primary consideration in effecting a security transaction will be to obtain execution at the best price and executionmost favorable price. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund investment performance of the Funds on a continuing basis. Accordingly, the price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Advisor 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 the Funds to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Advisor's overall responsibilities of the Sub-Adviser with respect to a particular Fund, other Funds of the Fund Company, and to other clients of the Sub-AdviserAdvisor as to which the Advisor exercises investment discretion. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds to such brokers and dealers who also provide research or statistical material, or other services to the Funds Funds, to the Advisor, or to the Subany sub-Adviseradvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Advisor will report on said allocations regularly to the Board of Trustees Directors of the Trust Company indicating the brokers to whom such allocations have been made and the basis therefor. In making decisions regarding broker-dealer relationships, the Advisor may take into consideration the recommendations of any sub-advisor appointed to provide investment research or advisory services in connection with the Funds, and may take into consideration any research services provided to such sub-advisor by broker-dealers.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Sub- Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the FundsFund, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's ’s primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take consider such factors it considers to be relevant to the following into considerationtransaction, which are expected to include, among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore. Provided the investment objective of the Fund is adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in the Fund with similar orders being made at approximately the same time for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser’s reasonable judgment, such aggregation will result in an overall economic benefit to the Fund. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and the Adviser acknowledge that the Sub-Adviser’s determination of such economic benefit to the Fund may be based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Sub-Adviser’s fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors. The allocation of securities so purchased or sold shall be made by the Sub-Adviser in the manner that the Sub-Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund and other clients. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff (“SEC Requirements”). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser’s failure to comply with any applicable SEC Requirements. The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with negligence or willful misconduct in the selection of such broker or dealer.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-broker- dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-broker- dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Sub- Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor. Provided the investment objectives of the Fund are adhered to, the Sub- Adviser may aggregate sales and purchase orders of securities held in the Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser, if, in Sub-Adviser's reasonable judgement, such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the advantageous selling or purchase price and brokerage commission. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and Adviser acknowledge that Sub-Adviser's determination of such economic benefit to the Fund is based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, or a combination of these and other factors. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no- action letters issued by the Commission staff ("SEC Requirements"). The Sub- Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser's failure to comply with any SEC Requirements.

Broker/Dealer Relationships. The In circumstances when the Sub-Adviser Advisor is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The , the Sub-AdviserAdvisor's primary consideration in effecting a security transaction will be execution of orders at the most favorable price on an overall basis. In performing this function the Sub-Advisor shall comply with applicable policies established by the Board of Directors and shall provide the Board of Directors with such reports as the Board of Directors may require in order to obtain monitor the best price and executionFund's portfolio transaction activities. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Advisor 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 the Fund to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Sub-Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and such broker-dealers who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserAdvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Advisor will report on said allocations allocation regularly to the Board of Trustees Directors of the Trust Fund, indicating the brokers to whom such allocations have been made and the basis therefor. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Directors may determine, the Sub-Advisor may consider services in connection with the sale of shares of the Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. Subject to the policies established by the Board of Directors in compliance with applicable law, the Sub-Advisor may direct BT Alex. Xxxxx Incorporated ("BT Alex. Xxxxx") to execute portfolio transactions for the Fund on an agency basis. The commissions paid to BT Alex. Xxxxx must be, as required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Sub-Advisor is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Sub-Advisor. BT Alex. Xxxxx and the Sub-Advisor may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution. The Fund will not deal with the Sub-Advisor or BT Alex. Xxxxx in any transaction in which the Sub-Advisor or BT Alex. Xxxxx acts as a principal with respect to any part of the Fund's order. If BT Alex. Xxxxx is participating in an underwriting or selling group, the Fund may not buy portfolio securities from the group except in accordance with policies established by the Board of Directors in compliance with rules of the SEC.

Broker/Dealer Relationships. The Sub-Adviser In the event that the Advisor is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The Sub-Adviser, the Advisor's primary consideration in effecting a security transaction will be execution at the most favorable price. In performing this function the Advisor shall comply with applicable policies established by the Board of Directors and shall provide the Board of Directors with such reports as the Board of Directors may require in order to obtain monitor the best price and executionFund's portfolio transaction activities. In certain instances the Advisor may make purchases of underwritten issues at prices which include underwriting fees. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution execution, services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Advisor 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 the Fund to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and such broker-dealers who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserAdvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Advisor will report on said allocations allocation regularly to the Board of Trustees Directors of the Trust Fund, indicating the brokers broker-dealers to whom such allocations have been made and the basis therefor. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Directors may determine, the Advisor may consider services in connection with the sale of shares of the Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. Subject to the policies established by the Board of Directors in compliance with applicable law, the Advisor may direct BT Alex. Xxxxx Incorporated ("BT Alex. Xxxxx") to execute portfolio transactions for the Fund on an agency basis. The commissions paid to BT Alex. Xxxxx must be, as required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Advisor is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Advisor. BT Alex. Xxxxx and the Advisor may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution. The Fund will not deal with the Advisor or BT Alex. Xxxxx in any transaction in which the Advisor or BT Alex. Xxxxx acts as a principal with respect to any part of the Fund's order. If BT Alex. Xxxxx is participating in an underwriting or selling group, the Fund may not buy portfolio securities from the group except in accordance with policies established by the Board of Directors in compliance with rules of the SEC.

Broker/Dealer Relationships. The Sub-Adviser Manager is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The Sub-AdviserManager's primary consideration in effecting a security transaction will be to obtain execution at the best price and executionmost favorable price. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Manager will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis; and other factors such as the broker-dealer's ability to engage in transactions in shares of issuers which are typically not listed on an organized stock exchange. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Manager 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 the Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Funds Fund to such brokers and dealers who also provide research or statistical material, or other services to the Funds Fund or to the Sub-AdviserManager. Such allocation allocations shall be in such amounts and proportions as the Sub-Adviser Manager shall determine and the Sub-Adviser Manager will report on said allocations regularly to the Board of Trustees Directors of the Trust Fund indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser Investment Manager is responsible for the purchase decisions to buy and sale of ---------------------------- sell securities for the FundsPortfolio, broker-dealer selection, and negotiation of its brokerage commission rates. The Sub-AdviserInvestment Manager shall determine the securities to be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy with respect to brokerage as set forth in the Fund's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time. Generally, the Investment Manager's primary consideration in effecting a security transaction will be placing Portfolio securities transactions with broker-dealers for execution is to obtain and maintain the availability of, execution at the best net price and in the most effective manner possible. The Investment Manager may consider sale of the shares of the Portfolio, subject to the requirements of best net price and most favorable execution. In selecting a broker-dealer to execute each particular transaction for a FundConsistent with this policy, the Sub-Adviser Investment Manager will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund investment performance of the Portfolio on a continuing basis. Accordingly, the price cost of the brokerage commissions to the Fund in any transaction Portfolio may be less favorable greater than that available from another broker-dealer other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Trust's Board of Trustees of the Fund may from time to time determine, the Sub-Adviser Investment Manager 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 the Portfolio to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser Investment Manager for the Portfolio's use an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Investment Manager, determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealerbroker, viewed in terms of either that particular transaction or the overall Investment Manager's ongoing responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserPortfolio. The Sub-Adviser Investment Manager is further authorized to allocate the orders placed by it on behalf of the Funds Portfolio to such brokers and dealers who also provide research or statistical material, or other services to the Funds Fund or to the Sub-AdviserInvestment Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Investment Manager shall determine and the Sub-Adviser Investment Manager will report on said allocations regularly to the Board of Trustees of the Trust Fund regularly as requested by the Board and, in any event, at least once each calendar year if no specific request is made, indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser Investment Manager is responsible for the purchase decisions to buy and sale of sell securities for the FundsPortfolio, broker-dealer selection, and negotiation of brokerage its commission rates. The Sub-AdviserInvestment Manager shall determine the securities to be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy with respect to brokerage as set forth in the Fund's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time. Generally, the Investment Manager's primary consideration in effecting a security transaction will be placing Portfolio securities transactions with broker-dealers for execution is to obtain and maintain the availability of, execution at the best net price and in the most effective manner possible. The Investment Manager may consider sale of the shares of the Portfolio, subject to the requirements of best net price and most favorable execution. In selecting a broker-dealer to execute each particular transaction for a FundConsistent with this policy, the Sub-Adviser Investment Manager will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund investment performance of the Portfolio on a continuing basis. Accordingly, the price cost of the brokerage commissions to the Fund in any transaction Portfolio may be less favorable greater than that available from another broker-dealer other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Trust's Board of Trustees of the Fund may from time to time determine, the Sub-Adviser Investment Manager 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 the Portfolio to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser Investment Manager for the Portfolio's use an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Investment Manager, determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealerbroker, viewed in terms of either that particular transaction or the overall Investment Manager's ongoing responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserPortfolio. The Sub-Adviser Investment Manager is further authorized to allocate the orders placed by it on behalf of the Funds Portfolio to such brokers and dealers who also provide research or statistical material, or other services to the Funds Fund or to the Sub-AdviserInvestment Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Investment Manager shall determine and the Sub-Adviser Investment Manager will report on said allocations regularly to the Board of Trustees of the Trust Fund regularly as requested by the Board and, in any event, at least once each calendar year if no specific request is made, indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's ’s primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, which may include an affiliate of the Sub-Adviser, subject to applicable laws and regulation, the Sub-Adviser will take the following into considerationconsider among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore. Provided the investment objectives of the Funds are adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in a Fund with similar orders being made simultaneously for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser’s reasonable judgment, such aggregation will result in an overall economic benefit to the Fund, taking into consideration the advantageous selling or purchase price and brokerage commission. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and the Adviser acknowledge that the Sub-Adviser’s determination of such economic benefit to the Fund may be based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, or a combination of these and other factors. The allocation of securities so purchased or sold shall be made by the Sub-Adviser in the manner that the Sub-Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund and other clients. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff (“SEC Requirements”). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser’s failure to comply with any SEC Requirements. The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with negligence or willful misconduct in the selection of such broker or dealer.

Broker/Dealer Relationships. The Unless performed by the Sub-Adviser, the Allspring Global Investments Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Allspring Global Investments Sub-Adviser's ’s primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Allspring Global Investments Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's ’s Board of Trustees may from time to time determine, the Allspring Global Investments Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Allspring Global Investments Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Allspring Global Investments Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Allspring Global Investments Sub-Adviser with respect to the Fund and to other clients of the Allspring Global Investments Sub-Adviser. The Allspring Global Investments Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Allspring Global Investments Sub-Adviser. Such allocation shall be in such amounts and proportions as the Allspring Global Investments Sub-Adviser shall determine and the Allspring Global Investments Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser In the event that the Advisor is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The Sub-Adviser, the Advisor's primary consideration in effecting a security transaction securities transactions will be to obtain the best price and executionexecution on an overall basis. In performing this function the Advisor shall comply with applicable policies established by the Board of Trustees and shall provide the Board of Trustees with such reports as the Board of Trustees may require in order to monitor the Fund's portfolio transaction activities. In certain instances the Advisor may make purchases of underwritten issues at prices which include underwriting fees. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser Advisor 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 the Fund to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and such broker-dealers who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserAdvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Advisor will report on said allocations allocation regularly to the Board of Trustees of the Trust Fund, indicating the brokers broker-dealers to whom such allocations have been made and the basis therefor. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Trustees may determine, the Advisor may consider services in connection with the sale of shares of the Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. Subject to the policies established by the Board of Trustees in compliance with applicable law, the Advisor may direct Deutsche Bank Securities Inc. or its affiliates (`DB Securities') to execute portfolio transactions for the Fund on an agency basis. The commissions paid to DB Securities must be, as required by Rule 17e-1 under the 1940 Act, `reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities during a comparable period of time.' If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Advisor is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Advisor. DB Securities and the Advisor may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution. The Fund will not deal with the Advisor or DB Securities in any transaction in which the Advisor or DB Securities acts as a principal with respect to any part of the Fund's order. If DB Securities is participating in an underwriting or selling group, the Fund may not buy portfolio securities from the group except in accordance with policies established by the Board of Trustees in compliance with the rules of the SEC.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Adviser or the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Adviser and to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the FundsFund, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-broker- dealer to execute each particular transaction for a Fund, the Sub-Adviser will take consider such factors it considers to be relevant to the following into considerationtransaction, which are expected to include, among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore. Provided the investment objective of the Fund is adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in the Fund with similar orders being made at approximately the same time for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser's reasonable judgment, such aggregation will result in an overall economic benefit to the Fund. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and the Adviser acknowledge that the Sub-Adviser's determination of such economic benefit to the Fund may be based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Sub-Adviser's fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors. The allocation of securities so purchased or sold shall be made by the Sub-Adviser in the manner that the Sub-Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund and other clients. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff ("SEC Requirements"). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser's failure to comply with any applicable SEC Requirements. The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with negligence or willful misconduct in the selection of such broker or dealer.

Broker/Dealer Relationships. The Sub-Adviser is responsible for In connection with the purchase and sale of securities for the FundsPortfolios, the Adviser is responsible for broker-dealer selection, selection and negotiation of brokerage commission rates. The Sub-Adviser's ’s primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fundthe Portfolios, the Sub-Adviser will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund Portfolios on a continuing basis. Accordingly, the price to the Fund Portfolios in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund the Portfolios to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund Portfolios and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds Portfolios to brokers and dealers who also provide research or statistical material, material or other services to the Funds Portfolios or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said such allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The With regard to the portions of the Funds allocated to it, the Sub-Adviser is responsible for the purchase decisions to buy and sale of securities for the Fundssell securities, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser may select any affiliated person of the Trust, the Investment Adviser, or the Sub-Adviser to the extent permitted pursuant to the Trust's procedures for securities transactions with affiliated brokers pursuant to Section 17(e)(2) and Rule 17e-1 under the Investment Company Act of 1940, as amended (the "Investment Company Act"). The Sub-Adviser's primary consideration in effecting a security transaction will be execution at a price that is reasonable and fair compared to obtain the best price and executioncommission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions, including similar securities being purchased or sold on a securities exchange during a comparable period of time. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser for the Fund's use an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds a Fund to such brokers and dealers who also provide research or statistical material, or other services to the Funds Fund or to the Sub-AdviserAdviser for the Fund's use. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Investment Adviser is responsible --------------------------- for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Investment Adviser's primary consideration in effecting a security transaction will be execution at a price that is reasonable and fair compared to obtain the best price and executioncommission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions, including similar securities being purchased or sold on a securities exchange during a comparable period of time. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Investment Adviser will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Trust's Board of Trustees may from time to time determine, the Sub-Investment 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 the Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Investment Adviser for the Fund's use an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Investment Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Investment Adviser's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Investment Adviser is further authorized to allocate the orders placed by it on behalf of the Funds Fund to such brokers and dealers who also provide research or statistical material, or other services to the Funds Fund or to the Sub-AdviserInvestment Adviser for the Fund's use. Such allocation shall be in such amounts and proportions as the Sub-Investment Adviser shall determine and the Sub-Investment Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, selection and negotiation of its brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be execution at the most favorable price. The Fund understands that a substantial majority of the Fund's portfolio transactions will be transacted with primary market makers acting as principal on a net basis, with no brokerage commissions being paid by the Fund. Such principal transactions may, however, result in a profit to obtain the best price and executionmarket makers. In certain instances the Adviser may make purchases of underwritten issues at prices which include underwriting fees. In selecting a broker-broker or dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser will take the following into consideration: ; the best net price available, ; the reliability, integrity and financial condition of the broker-broker or dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-broker or dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-broker or dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a the Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds Fund to such brokers and dealers who also provide research or statistical material, or other services to the Funds Fund (which material or services may also assist the Adviser in rendering services to the Sub-Adviserother clients). Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase decisions to buy and sale of sell securities for the Fundseach Fund, broker-dealer selection, selection and negotiation of its brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be execution at the most favorable price. Each Fund understands that many of its portfolio transactions will be transacted with primary market makers acting as principal on a net basis, with no brokerage commissions being paid by the Fund. Such principal transactions may, however, result in a profit to obtain the best price and executionmarket makers. In certain instances, the Adviser may make purchases of underwritten issues at prices which include underwriting fees. In selecting a broker-broker or dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-broker or dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-broker or dealer to the investment performance of a Fund on a continuing basis. Accordingly, the price to the a Fund in any transaction may be less favorable than that available from another broker-broker or dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds a Fund to an affiliated broker-dealer, if any, or to such brokers and dealers who also provide research or statistical material, or other services to the Funds Fund (which material or services may also assist the Adviser in rendering services to the Sub-Adviserother clients). Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-In connection with the performance of its services hereunder, the Adviser is responsible for opening accounts with brokers, dealers and futures commission merchants (“broker-dealers”), selecting brokers, dealers and futures commission merchants to effect all transactions for the Fund, placing all necessary orders with broker-dealers or issuers (including affiliated broker-dealers), and negotiating commissions, if applicable. To the extent consistent with applicable law and the investment objectives of the Fund, the Adviser may purchase or sell orders for the Fund with contemporaneous purchase or sell orders of other clients of the Adviser and sale its affiliates. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to other clients. The Adviser will seek to obtain best execution of transactions for the FundsFund at prices which are advantageous to the Fund and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting Adviser may pay a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment securities transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, such transaction if the Sub-Adviser determines in good faith that such amount of commission was is reasonable in relation to the value of the brokerage and research products and/or services provided by such broker or broker-dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities of which the Sub-Adviser has with respect to the Fund and Fund, as well as to other clients of accounts over which the Sub-AdviserAdviser exercises investment discretion. The Sub-Not all such services or products need be used by the Adviser is further authorized to allocate in managing the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis thereforFund.

Broker/Dealer Relationships. The Sub-Adviser Investment Manager is responsible for the purchase decisions to buy and sale of sell securities for the FundsPortfolio, broker-dealer selection, and negotiation of its brokerage commission rates. The Sub-AdviserInvestment Manager shall determine the securities to be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy with respect to brokerage as set forth in the Fund's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time. Generally, the Investment Manager's primary consideration in effecting a security transaction will be placing Portfolio securities transactions with broker-dealers for execution is to obtain and maintain the availability of, execution at the best net price and in the most effective manner possible. The, Investment Manager may consider the sale of the shares of the Portfolio, subject to the requirements of best net price and most favorable execution. In selecting a broker-dealer to execute each particular transaction for a FundConsistent with this policy, the Sub-Adviser Investment Manager will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; , and the value of the expected contribution of the broker-dealer to the Fund on investment performance of the Portfolio an a continuing basis. Accordingly, the price cost of the brokerage commissions to the Fund in any transaction may be less favorable Portfolio maybe greater than that available from another broker-dealer other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Trust's Board of Trustees of the Fund may from time to time determine, the Sub-Adviser Investment Manager 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 the Portfolio to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser Investment Manager for the Portfolio's use an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Investment Manager, determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealerbroker, viewed in terms of either that particular transaction or the overall Investment Manager's ongoing responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserPortfolio. The Sub-Adviser Investment Manager is further authorized to allocate the orders placed by it on behalf of the Funds Portfolio to such brokers and dealers who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserInvestment Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Investment Manager shall determine and the Sub-Adviser Investment Manager will report on said allocations regularly to the Board of Trustees of the Trust Fund regularly as requested by the Board and, in any event, at least once each calendar year if no specific request is made, indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser Advisor is responsible for the purchase decisions to buy and sale of sell securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-AdviserAdvisor's primary consideration in effecting a security transaction will be to obtain execution at the best price and executionmost favorable price. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund investment performance of the Funds on a continuing basis. Accordingly, the price to the Fund Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio fund execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser Advisor 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 the Funds to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio fund investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Advisor's overall responsibilities of the Sub-Adviser with respect to a particular Fund, other Funds of the Fund Company, and to other clients of the Sub-AdviserAdvisor as to which the Advisor exercises investment discretion. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds to such brokers and dealers who also provide research or statistical material, or other services to the Funds Funds, to the Advisor, or to the Subany sub-Adviseradvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Advisor will report on said allocations regularly to the Board of Trustees of the Trust Company indicating the brokers to whom such allocations have been made and the basis therefor. In making decisions regarding broker-dealer relationships, the Advisor may take into consideration the recommendations of any sub-advisor appointed to provide investment research or advisory services in connection with the Funds, and may take into consideration any research services provided to such sub-advisor by broker-dealers.

Broker/Dealer Relationships. The Sub-Adviser In circumstances where the Advisor is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, selection and negotiation of its brokerage commission rates. The Sub-Adviser's primary consideration , the Advisor in effecting a security transaction securities transactions will be seek to obtain the best price and executionexecution on an overall basis. In selecting a broker-dealer to execute each particular transaction for a Fundperforming this function, the Sub-Adviser will take Advisor shall comply with applicable policies established by the following into consideration: Board of Directors and shall provide the best net price available, Board of Directors with such reports as the reliability, integrity and financial condition Board of Directors may require in order to monitor the broker-dealer; Fund's portfolio transaction activities. Portfolio securities may be purchased or sold by the size of and difficulty Fund in executing principal transactions. The Advisor may also purchase securities from underwriters which include a commission paid by the order; and the value of the expected contribution of the broker-dealer issuer to the Fund on underwriter. The purchase price paid to dealers serving as market makers may include a continuing basisspread between the bid and asked prices. Accordingly, the The price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Advisor 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 the Fund to pay a broker or broker-dealer that provides provided brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and broker-dealers who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserAdvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Advisor will report on said allocations allocation regularly to the Board of Trustees Directors of the Trust Fund, indicating the brokers broker-dealers to whom such allocations have been made and the basis therefor. Subject to policies established by the Board of Directors in compliance with applicable law, the Advisor may direct various broker-dealers to execute portfolio transactions for the Fund on an agency basis. If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other account of the Advisor is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Advisor in compliance with applicable law and the National Association of Securities Dealers, Inc.'s rules. Such transactions, in accordance with applicable laws and regulations, may be combined or bundled in order to obtain the best net price and most favorable execution.

Broker/Dealer Relationships. The Sub-Adviser In the event that the Manager is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The Sub-Adviser, the Manager's primary consideration in effecting a security transaction securities transactions will be to obtain the best price and executionexecution on an overall basis. In performing this function the Manager shall comply with applicable policies established by the Board of Directors and shall provide the Board of Directors with such reports as the Board of Directors may require in order to monitor the Fund's portfolio transaction activities. In certain instances the Manager may make purchases of underwritten issues at prices which include underwriting fees. In selecting a broker-broker- dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Manager will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Manager 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 the Fund to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker- dealer, viewed in terms of either that particular transaction or the Manager's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and such broker-dealers who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserManager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Manager shall determine and the Sub-Adviser Manager will report on said allocations allocation regularly to the Board of Trustees Directors of the Trust Fund, indicating the brokers broker-dealers to whom such allocations have been made and the basis therefor. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Directors may determine, the Manager may consider services in connection with the sale of shares of the Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. Subject to the policies established by the Board of Directors in compliance with applicable law, the Manager may direct Deutsche Bank Securities Inc. or its affiliates ("DB Securities") to execute portfolio transactions for the Fund on an agency basis. The commissions paid to DB Securities must be, as required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Manager is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Manager. DB Securities and the Manager may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution. The Fund will not deal with the Manager or DB Securities in any transaction in which the Manager or DB Securities acts as a principal with respect to any part of the Fund's order. If DB Securities is participating in an underwriting or selling group, the Fund may not buy portfolio securities from the group except in accordance with policies established by the Board of Directors in compliance with the rules of the SEC. 5.

Broker/Dealer Relationships. The Sub-Adviser is responsible authorized in its discretion to select the brokers or dealers that will execute transactions for Bridgeway Funds and is directed to use its best efforts to seek best execution for such transactions; provided, however, that the purchase Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a Fund investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and sale research services, if any, provided by such broker or dealer, viewed in terms of securities for either that particular transaction or the Adviser’s overall responsibilities with respect to the Fund, other Funds of Bridgeway Funds, broker-dealer selection, and negotiation to other clients of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be the Adviser to obtain which the best price and executionAdviser exercises investment discretion. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser will may take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-broker- dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund investment performance of Bridgeway Funds on a continuing basis; and such other factors as may be disclosed in the Bridgeway Funds Prospectus and Statement of Additional Information or as approved by the Bridgeway Funds Board of Directors. Accordingly, Bridgeway Funds acknowledges that the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as To the Trust's Board of Trustees extent consistent with applicable law, purchase or sell orders for Bridgeway Funds may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully aggregated with simultaneous purchase or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission sell orders for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Whenever the Adviser is further authorized so aggregates or simultaneously places orders to allocate purchase or sell the orders placed by it same security on behalf of the Fund and one or more other clients of the Adviser, such orders will be allocated as to price and amount among all such clients in a manner reasonably believed by the Adviser to be fair and equitable to each client and consistent with the Bridgeway Funds Trade Allocation Policy approved annually by the Bridgeway Funds Board. The Bridgeway Funds Board of Directors understands that in some cases, this procedure may adversely affect the results obtained for Bridgeway Funds. Notwithstanding any other provisions in this Section 5, Bridgeway Funds shall retain the right to brokers direct the placement of all Fund transactions, and dealers who also provide research the Directors of Bridgeway Funds may establish policies or statistical materialguidelines concerning Fund transactions, or other services to the Funds or to the Sub-Adviser. Such allocation which shall be followed by the Adviser in such amounts and proportions as placing transactions for the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis thereforFund.

Broker/Dealer Relationships. The Sub-Adviser Advisor is responsible for the purchase decisions to buy and sale of sell securities for the Fixed-Income Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-AdviserAdvisor's primary consideration in effecting a security securities transaction will be to obtain execution at the best price and executionmost favorable price. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund investment performance of theFixed-Income Funds on a continuing basis. Accordingly, the price to the Fund Fixed-Income Funds in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees of the Trust may from time to time determine, the Sub-Adviser Advisor 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 the Fixed-Income Funds to pay a broker or dealer that provides brokerage and or research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserTrust. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Fixed-Income Funds to such brokers and or dealers who also provide research or statistical material, or other services services, to the Funds Trust, the Advisor, or to the Sub-Adviserany affiliate of either. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine determine, and the Sub-Adviser will Advisor shall report on said such allocations regularly to the Board of Trustees of the Trust Trust, indicating the brokers broker-dealers to whom such allocations have been made and the basis therefor. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers or dealers to execute portfolio transactions, subject to the requirements of best execution, i.e., that such brokers or dealers are able to execute the order promptly and at the best obtainable securities price.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the FundsFund, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a the Fund, the Sub-Adviser will take the following into considerationconsider among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a the Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore. Provided the investment objective of the Fund is adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in the Fund with similar orders being made simultaneously for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser's reasonable judgment, such aggregation will result in an overall economic benefit to the Fund, taking into consideration the advantageous selling or purchase price and brokerage commission. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and the Adviser acknowledge that the Sub-Adviser's determination of such economic benefit to the Fund may be based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, or a combination of these and other factors. The allocation of securities so purchased or sold shall be made by the Sub-Adviser in the manner that the Sub-Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund and other clients. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff ("SEC Requirements"). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser's failure to comply with any applicable SEC Requirements. The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with negligence or willful misconduct in the selection of such broker or dealer.

Broker/Dealer Relationships. The Sub-Adviser is responsible In connection with its duties set forth in Section 2(a)(ii) of this Agreement to arrange for the purchase and the sale of securities held by the Fund by placing purchase and sale orders for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the SubAdvisor shall select such broker-Adviser will take dealers ("brokers") as shall, in the following into consideration: Advisor's judgment, implement the policy of PPP to achieve "best net price availableexecution," i.e., prompt and efficient execution at the most favorable securities price. In making such selection, the reliability, integrity and financial condition of Advisor is also authorized to consider whether the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and and/or research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess Fund and/or other accounts of the amount of commission Advisor. The commissions paid to such brokers may be higher than another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in a good faith determination is made by the Advisor that such amount of the commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealerprovided, viewed in terms of either that particular transaction or the Advisor's overall responsibilities as to the accounts as to which it exercises investment discretion. The Advisor shall use its judgment in determining that the amount of commissions paid are reasonable in relation to the value of brokerage and research services provided and need not place or attempt to place a specific dollar value on such services or on the portion of commission rates reflecting such services. To demonstrate that such determinations were in good faith, and to show the overall reasonableness of commissions paid, the Advisor shall be prepared to show that commissions paid (i) were for purposes contemplated by this Agreement; (ii) provide lawful and appropriate assistance to the Advisor in the performance of its decision-making responsibilities; and (iii) were within a reasonable range as compared to the rates charged by qualified brokers to other institutional investors as such rates may become known from available information. PPP recognizes that, on any particular transaction, a higher than usual commission may be paid due to the difficulty of the Sub-Adviser transaction in question. The Advisor is also authorized to consider sales of Fund shares as a factor in the selection of brokers to execute brokerage and principal transactions, subject to the requirements of "best execution," as defined above. It is recognized that the services provided by such brokers may be useful to the Advisor in connection with respect the Advisor's services to other clients. On occasions when the Advisor deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Advisor, the Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Advisor in the manner the Advisor considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis thereforclients.

Broker/Dealer Relationships. The Sub-Adviser In the event that the Advisor is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The Sub-Adviser, the Advisor's primary consideration in effecting a security transaction securities transactions will be to obtain the best price and executionexecution on an overall basis. In performing this function the Advisor shall comply with applicable policies established by the Board of Directors and shall provide the Board of Directors with such reports as the Board of Directors may require in order to monitor the Fund's portfolio transaction activities. In certain instances the Advisor may make purchases of underwritten issues at prices which include underwriting fees. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Advisor 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 the Fund to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and such broker-dealers other than the distributor of the Fund's shares, Alex. Xxxxx & Sons Incorporated ("Alex. Xxxxx"), who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserAdvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Advisor will report on said allocations allocation regularly to the Board of Trustees Directors of the Trust Fund, indicating the brokers broker-dealers to whom such allocations have been made and the basis therefor. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Directors may determine, the Advisor may consider services in connection with the sale of shares of the Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. Subject to the policies established by the Board of Directors in compliance with applicable law, the Advisor may direct Alex. Xxxxx to execute portfolio transactions for the Fund on an agency basis. The commissions paid to Alex. Xxxxx must be, as required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other account of the Advisor is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Advisor. Alex. Xxxxx and the Advisor may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution. The Fund will not deal with the Advisor or Alex. Xxxxx in any transaction in which the Advisor or Alex. Xxxxx acts as a principal with respect to any part of the Fund's order. If Alex. Xxxxx is participating in an underwriting or selling group, the Fund may not buy portfolio securities from the group except in accordance with policies established by the Board of Directors in compliance with the rules of the SEC.

Broker/Dealer Relationships. The Sub-Adviser is responsible In connection with its duties set forth in Section 2(a)(ii) of this Interim Agreement to arrange for the purchase and the sale of securities held by the Fund by placing purchase and sale orders for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the SubAdvisor shall select such broker-Adviser will take dealers ("brokers") as shall, in the following into consideration: Advisor's judgment, implement the policy of PPP to achieve "best net price availableexecution," i.e., prompt and efficient execution at the most favorable securities price. In making such selection, the reliability, integrity and financial condition of Advisor is also authorized to consider whether the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and and/or research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess Fund and/or other accounts of the amount of commission Advisor. The commissions paid to such brokers may be higher than another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in a good faith determination is made by the Advisor that such amount of the commission was is reasonable in relation to the value of the brokerage and research services provided by such broker or dealerprovided, viewed in terms of either that particular transaction or the Advisor's overall responsibilities as to the accounts as to which it exercises investment discretion. The Advisor shall use its judgment in determining that the amount of commissions paid are reasonable in relation to the value of brokerage and research services provided and need not place or attempt to place a specific dollar value on such services or on the portion of commission rates reflecting such services. To demonstrate that such determinations were in good faith, and to show the overall reasonableness of commissions paid, the Advisor shall be prepared to show that commissions paid (i) were for purposes contemplated by this Interim Agreement; (ii) provide lawful and appropriate assistance to the Advisor in the performance of its decision-making responsibilities; and (iii) were within a reasonable range as compared to the rates charged by qualified brokers to other institutional investors as such rates may become known from available information. PPP recognizes that, on any particular transaction, a higher than usual commission may be paid due to the difficulty of the Sub-Adviser transaction in question. The Advisor is also authorized to consider sales of shares as a factor in the selection of brokers to execute brokerage and principal transactions, subject to the requirements of "best execution," as defined above. It is recognized that the services provided by such brokers may be useful to the Advisor in connection with respect the Advisor's services to other clients. On occasions when the Advisor deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Advisor, the Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Advisor in the manner the Advisor considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis thereforclients.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser Investment Manager is responsible for the purchase decisions to buy and sale of sell ---------------------------- securities for the FundsPortfolio, broker-dealer selection, and negotiation of its brokerage commission rates. The Sub-AdviserInvestment Manager shall determine the securities to be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy with respect to brokerage as set forth in the Fund's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from time to time. Generally, the Investment Manager's primary consideration in effecting a security transaction will be placing Portfolio securities transactions with broker-dealers for execution is to obtain and maintain the availability of, execution at the best net price and in the most effective manner possible. The, Investment Manager may consider the sale of the shares of the Portfolio, subject to the requirements of best net price and most favorable execution. In selecting a broker-dealer to execute each particular transaction for a FundConsistent with this policy, the Sub-Adviser Investment Manager will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; , and the value of the expected contribution of the broker-dealer to the Fund on investment performance of the Portfolio an a continuing basis. Accordingly, the price cost of the brokerage commissions to the Fund in any transaction may be less favorable Portfolio maybe greater than that available from another broker-dealer other brokers if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and procedures as the Trust's Board of Trustees of the Fund may from time to time determine, the Sub-Adviser Investment Manager 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 the Portfolio to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser Investment Manager for the Portfolio's use an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Investment Manager, determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealerbroker, viewed in terms of either that particular transaction or the overall Investment Manager's ongoing responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserPortfolio. The Sub-Adviser Investment Manager is further authorized to allocate the orders placed by it on behalf of the Funds Portfolio to such brokers and dealers who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserInvestment Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Investment Manager shall determine and the Sub-Adviser Investment Manager will report on said allocations regularly to the Board of Trustees of the Trust Fund regularly as requested by the Board and, in any event, at least once each calendar year if no specific request is made, indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The In circumstances when the Sub-Adviser is responsible for the purchase decisions to buy and sale of sell securities for the FundsSC-EURO, broker-dealer selection, and negotiation of its brokerage commission rates. The , the Sub-Adviser's primary consideration in effecting a security transaction will be execution of orders at the most favorable price on an overall basis. In performing this function, the Sub-Adviser shall comply with applicable policies established by the Board of Directors and shall provide the Adviser and the Board of Directors with such reports as the Adviser and the Board of Directors may require in order to obtain the best price and executionmonitor SC-EURO's portfolio transaction activities. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund investment performance of SC-EURO on a continuing basis. Accordingly, the price to the Fund SC-EURO in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund SC-EURO to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the SubSC-AdviserEURO. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds SC-EURO to brokers and such broker-dealers who also provide research or statistical material, material or other services to the Funds SC-EURO or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations allocation regularly to the Adviser and Board of Trustees Directors of the Trust Fund, indicating the brokers to whom such allocations have been made and the basis therefor. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Board of Directors may determine, the Sub-Adviser may consider services in connection with the sale of shares of SC- EURO as a factor in the selection of broker-dealers to execute portfolio transactions for SC-EURO. Subject to the policies established by the Board of Directors and the supervision of the Adviser, and in compliance with applicable law, the Adviser may direct Security Capital Markets Group Incorporated ("SCMG") to execute portfolio transactions for SC-EURO on an agency basis. The commissions paid to SCMG must be, as required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of SC-EURO or one or more other accounts of the Sub-Adviser is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Sub-Adviser. SCMG and the Sub- Adviser may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's ’s primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's ’s Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.. Provided the investment objectives of the Fund are adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in the Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser, if, in Sub-Adviser’s reasonable judgement, such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the advantageous selling or purchase price and brokerage commission. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and Adviser acknowledge that Sub-Adviser’s determination of such economic benefit to the Fund is based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, or a combination of these and other factors. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff (“SEC Requirements”). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser’s failure to comply with any SEC Requirements. Internal

Broker/Dealer Relationships. The Sub-Adviser In circumstances when the Sub- Advisor is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The , the Sub-AdviserAdvisor's primary consideration in effecting a security transaction will be execution of orders at the most favorable price on an overall basis. In performing this function the Sub-Advisor shall comply with applicable policies established by the Board of Directors and shall provide the Board of Directors with such reports as the Board of Directors may require in order to obtain monitor the best price and executionFund's portfolio transaction activities. In selecting a broker-broker- dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Advisor 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 the Fund to pay a broker or broker- dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Sub-Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and such broker-dealers who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserAdvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Sub- Advisor will report on said allocations allocation regularly to the Board of Trustees Directors of the Trust Fund, indicating the brokers to whom such allocations have been made and the basis therefor. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Directors may determine, the Sub-Advisor may consider services in connection with the sale of shares of the Fund as a factor in the selection of broker- dealers to execute portfolio transactions for the Fund. Subject to the policies established by the Board of Directors in compliance with applicable law, the Advisor may direct Alex. Xxxxx & Sons Incorporated ("Alex. Xxxxx") to execute portfolio transactions for the Fund on an agency basis. The commissions paid to Alex. Xxxxx must be, as required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Sub-Advisor is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Sub-Advisor. Alex. Xxxxx and the Sub-Advisor may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution. The Fund will not deal with the Sub-Advisor or Alex. Xxxxx in any transaction in which the Sub-Advisor or Alex. Xxxxx acts as a principal with respect to any part of the Fund's order. If Alex. Xxxxx is participating in an underwriting or selling group, the Fund may not buy portfolio securities from the group except in accordance with policies established by the Board of Directors in compliance with rules of the SEC.

Broker/Dealer Relationships. The Sub-Adviser In the event that the Advisor is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The Sub-Adviser, the Advisor's primary consideration in effecting a security transaction securities transactions will be to obtain the best price and executionexecution on an overall basis. In performing this function the Advisor shall comply with applicable policies established by the Board of Directors and shall provide the Board of Directors with such reports as the Board of Directors may require in order to monitor the Fund's portfolio transaction activities. In certain instances the Advisor may make purchases of underwritten issues at prices which include underwriting fees. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Advisor 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 the Fund to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and such broker-dealers who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserAdvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Advisor will report on said allocations allocation regularly to the Board of Trustees Directors of the Trust Fund, indicating the brokers broker-dealers to whom such allocations have been made and the basis therefor. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Directors may determine, the Advisor may consider services in connection with the sale of shares of the Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. Subject to the policies established by the Board of Directors in compliance with applicable law, the Advisor may direct DB Alex. Xxxxx LLC ("DB Alex. Xxxxx") to execute portfolio transactions for the Fund on an agency basis. The commissions paid to DB Alex. Xxxxx must be, as required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities ... during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Advisor is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Advisor. DB Alex. Xxxxx and the Advisor may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution. The Fund will not deal with the Advisor or DB Alex. Xxxxx in any transaction in which the Advisor or DB Alex. Xxxxx acts as a principal with respect to any part of the Fund's order. If DB Alex. Xxxxx is participating in an underwriting or selling group, the Fund may not buy portfolio securities from the group except in accordance with policies established by the Board of Directors in compliance with rules of the SEC.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Sub- Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take consider such factors it considers to be relevant to the following into considerationtransaction, which are expected to include, among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Sub- Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Sub- Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore. Provided the investment objectives of the Funds are adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in a Fund with similar orders being made at approximately the same time for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser's reasonable judgment, such aggregation will result in an overall economic benefit to the Fund. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and the Adviser acknowledge that the Sub-Advisers determination of such economic benefit to the Fund may be based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Sub-Adviser's fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors. The allocation of securities so purchased or sold shall be made by the Sub-Adviser in the manner that the Sub- Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund and other clients. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff ("SEC Requirements"). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub- Advisers failure to comply with any applicable SEC Requirements. The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with negligence or willful misconduct in the selection of such broker or dealer.

Broker/Dealer Relationships. The Sub-Adviser is responsible for In connection with the purchase and sale of securities for the FundsPortfolios, the Adviser is responsible for broker-dealer selection, selection and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-broker- dealer to execute each particular transaction for a Fundthe Portfolios, the Sub-Adviser will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund Portfolios on a continuing basis. Accordingly, the price to the Fund Portfolios in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund the Portfolios to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund Portfolios and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds Portfolios to brokers and dealers who also provide research or statistical material, material or other services to the Funds Portfolios or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said such allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase decisions to buy and sale of sell securities for the Equity Funds, broker-dealer selection, and negotiation of brokerage commission ratesrates for such Funds. The Sub-Adviser's primary consideration in effecting a security transaction will be execution at the most favorable price. The Company understands that most of the Company's fixed income transactions will be transacted with issuers or primary market makers acting as principal on a net basis, with no brokerage commissions being paid by a Fund. Such principal transactions may, however, result in a profit to obtain the best price and executionmarket makers. In certain instances the Sub-Adviser may make purchases of underwritten issues at prices which include underwriting fees. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of a Fund on a continuing basis. Accordingly, the price to the a Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Advisera Fund. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds a Fund to such brokers and dealers who also provide research or statistical material, or other services to the Funds Company, the Adviser or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees Directors of the Trust Company indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The In circumstances when the Sub-Adviser Advisor is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The , the Sub-AdviserAdvisor's primary consideration in effecting a security transaction will be execution of orders at the most favorable price on an overall basis. In performing this function the Sub-Advisor shall comply with applicable policies established by the Board of Directors and shall provide the Board of Directors with such reports as the Board of Directors may require in order to obtain monitor the best price and executionFund's portfolio transaction activities. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Advisor 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 the Fund to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Sub-Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and such broker-dealers who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserAdvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Advisor will report on said allocations allocation regularly to the Board of Trustees Directors of the Trust Fund, indicating the brokers to whom such allocations have been made and the basis therefor. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Directors may determine, the Sub-Advisor may consider services in connection with the sale of shares of the Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. Subject to the policies established by the Board of Directors in compliance with applicable law, the Advisor may direct DB Alex. Xxxxx LLC ("DB Alex. Xxxxx") to execute portfolio transactions for the Fund on an agency basis. The commissions paid to DB Alex. Xxxxx must be, as required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Sub-Advisor is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Sub-Advisor. DB Alex. Xxxxx and the Sub-Advisor may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution. The Fund will not deal with the Sub-Advisor or DB Alex. Xxxxx in any transaction in which the Sub-Advisor or DB Alex. Xxxxx acts as a principal with respect to any part of the Fund's order. If DB Alex. Xxxxx is participating in an underwriting or selling group, the Fund may not buy portfolio securities from the group except in accordance with policies established by the Board of Directors in compliance with rules of the SEC.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the TrustAdviser or the Company's Board of Trustees Directors may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Adviser and to the Board of Trustees Directors of the Trust Company indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The In circumstances when the Sub-Adviser is responsible for the purchase decisions to buy and sale of sell securities for the FundsSC-EURO, broker-dealer selection, and negotiation of its brokerage commission rates. The , the Sub-Adviser's primary consideration in effecting a security transaction will be execution of orders at the most favorable price on an overall basis. In performing this function, the Sub-Adviser shall comply with applicable policies established by the Board of Directors and shall provide the Adviser and the Board of Directors with such reports as the Adviser and the Board of Directors may require in order to obtain the best price and executionmonitor SC-EURO's portfolio transaction activities. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund investment performance of SC-EURO on a continuing basis. Accordingly, the price to the Fund SC-EURO in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund SC-EURO to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker- dealer, viewed in terms of either that particular transaction or the Sub- Adviser's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the SubSC-AdviserEURO. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds SC-EURO to brokers and such broker-dealers who also provide research or statistical material, material or other services to the Funds SC-EURO or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations allocation regularly to the Adviser and Board of Trustees Directors of the Trust Fund, indicating the brokers to whom such allocations have been made and the basis therefor. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Board of Directors may determine, the Sub-Adviser may consider services in connection with the sale of shares of SC-EURO as a factor in the selection of broker-dealers to execute portfolio transactions for SC-EURO. Subject to the policies established by the Board of Directors and the supervision of the Adviser, and in compliance with applicable law, the Adviser may direct Security Capital Markets Group Incorporated ("SCMG") to execute portfolio transactions for SC-EURO on an agency basis. The commissions paid to SCMG must be, as required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of SC-EURO or one or more other accounts of the Sub-Adviser is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Sub-Adviser. SCMG and the Sub- Adviser may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the FundsFund, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and executionexecution under the circumstances. In selecting a broker-dealer to execute each particular transaction for a the Fund, the Sub-Adviser will take the following into considerationconsider among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the Sub-Adviser determines in good faith that the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a the Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore. Provided the investment objective of the Fund is adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in the Fund with similar orders being made simultaneously for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser's reasonable judgment, such aggregation will result in an overall economic benefit to the Fund, taking into consideration the advantageous selling or purchase price and brokerage commission. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and the Adviser acknowledge that the Sub-Adviser's determination of such economic benefit to the Fund may be based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, or a combination of these and other factors. The allocation of securities so purchased or sold shall be made by the Sub-Adviser in the manner that the Sub-Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund and other clients. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff ("SEC Requirements"). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser's failure to comply with any applicable SEC Requirements. The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with negligence or willful misconduct in the selection of such broker or dealer.

Broker/Dealer Relationships. The In circumstances when the Sub-Adviser Advisor is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The , the Sub-AdviserAdvisor's primary consideration in effecting a security transaction will be execution of orders at the most favorable price on an overall basis. In performing this function the Sub-Advisor shall comply with applicable policies established by the Board of Directors and shall provide the Board of Directors with such reports as the Board of Directors may require in order to obtain monitor the best price and executionFund's portfolio transaction activities. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Advisor 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 the Fund to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Sub-Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and such broker-dealers who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserAdvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Advisor will report on said allocations allocation regularly to the Board of Trustees Directors of the Trust Fund, indicating the brokers to whom such allocations have been made and the basis therefor. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Directors may determine, the Sub-Advisor may consider services in connection with the sale of shares of the Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. Subject to the policies established by the Board of Directors in compliance with applicable law, the Advisor may direct BT Alex. Brown Incorporated ("BT Alex. Brown") to execute portfolio transacxxxxx for the Fund on an agencx xxxis. The commissions paid to BT Alex. Brown must be, as required by Rule 17e-1 under the 1940 Act, "reasxxxxxe and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Sub-Advisor is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Sub-Advisor. BT Alex. Brown and the Sub-Advisor may combine such transactions, in accordxxxx with applicable laws and regulations, in order to obtain the best net price and most favorable execution. The Fund will not deal with the Sub-Advisor or BT Alex. Brown in any transaction in which the Sub-Advisor or BT Alex. Browx xxxs as a principal with respect to any part of the Fund's oxxxx. If BT Alex. Brown is participating in an underwriting or selling group, the Fuxx xxy not buy portfolio securities from the group except in accordance with policies established by the Board of Directors in compliance with rules of the SEC.

Broker/Dealer Relationships. The Sub-Adviser Portfolio Manager is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund's portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-AdviserPortfolio Manager's primary consideration in effecting a security transaction will be its best efforts to obtain execute at the best price and executionmost favorable price. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Portfolio Manager will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser Portfolio Manager 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 the Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Portfolio Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Portfolio Manager's overall responsibilities of the Sub-Adviser with respect to the Fund and to its other clients as to which it exercises investment discretion. Subject to the provisions of the Sub-Adviser. The Sub-Adviser Investment Company Act of 1940, the Portfolio Manager is further authorized to allocate the orders placed by it on behalf of the Funds Fund to any affiliated broker-dealer or to such brokers and dealers who also provide research or statistical material, or other services to the Funds Fund or to the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine and the Sub-Adviser Portfolio Manager will report on said allocations regularly to the tothe Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation dc-152208 3 to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take consider such factors it considers to be relevant to the following into considerationtransaction, which are expected to include, among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore. Provided the investment objectives of the Funds are adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in a Fund with similar orders being made at approximately the same time for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser's reasonable judgment, such aggregation will result in an overall economic benefit to the Fund. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and the Adviser acknowledge that the Sub-Adviser's determination of such economic benefit to the Fund may be based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Sub-Adviser's fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors. The allocation of securities so purchased or sold shall be made by the Sub- Adviser in the manner that the Sub-Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund and other clients. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff ("SEC Requirements"). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser's failure to comply with any applicable SEC Requirements. The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with negligence or willful misconduct in the selection of such broker or dealer.

Broker/Dealer Relationships. The Sub-Adviser is responsible for In connection with the purchase and sale of securities for the Funds, the Adviser is responsible for broker-dealer selection, selection and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into considerationconsider among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by dc-149702 4 reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore.

Broker/Dealer Relationships. The Sub-Adviser is Advisor shall be responsible for the purchase all decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-AdviserAdvisor's primary consideration in effecting a security transaction will shall be to obtain execution at the best price and executionmost favorable price. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser will Advisor shall take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Advisor 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 the Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser Advisor or NNIA with respect to the Fund Fund, other Portfolios of the Company, and to other clients of the Sub-AdviserAdvisor as to which the Advisor exercises investment discretion. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and dealers who also provide research or statistical material, or other services to the Funds Fund, the Advisor, or to the Sub-AdviserNNIA. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine determine, and the Sub-Adviser will Advisor shall report on said allocations regularly to the Board of Trustees Directors of the Trust Company, indicating the brokers to whom such allocations have been made and the basis therefor. In making decisions regarding broker-dealer relationships, the Advisor may take into consideration the recommendations of NNIA, and may take into consideration any research services provided to NNIA by broker-dealers.

Broker/Dealer Relationships. The Sub-Adviser Manager is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The Sub-AdviserManager's primary consideration in effecting a security transaction will be to obtain execution at the best price and executionmost favorable price. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Manager will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis; and other factors such as the broker-dealer's ability to engage in transactions in shares of issuers which are typically not listed on an organized stock exchange. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser Manager 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 the Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Funds Fund to such brokers and dealers who also provide research or statistical material, or other services to the Funds Fund or to the Sub-AdviserManager. Such allocation allocations shall be in such amounts and proportions as the Sub-Adviser Manager shall determine and the Sub-Adviser Manager will report on said allocations regularly to the Board of Trustees of the Trust Trust, on behalf of the Fund indicating the brokers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Sub-Adviser In the event that the Advisor is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The Sub-Adviser, the Advisor's primary consideration in effecting a security transaction will be execution at the most favorable price. In performing this function the Advisor shall comply with applicable policies established by the Board of Directors and shall provide the Board of Directors with such reports as the Board of Directors may require in order to obtain monitor the best price and executionFund's portfolio transaction activities. In certain instances the Advisor may make purchases of underwritten issues at prices which include underwriting fees. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution execution, services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Advisor 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 the Fund to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and such broker-dealers who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserAdvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Advisor will report on said allocations allocation regularly to the Board of Trustees Directors of the Trust Fund, indicating the brokers broker-dealers to whom such allocations have been made and the basis therefor. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Directors may determine, the Advisor may consider services in connection with the sale of shares of the Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. Subject to the policies established by the Board of Directors in compliance with applicable law, the Advisor may direct Alex. Xxxxx & Sons Incorporated ("Alex. Xxxxx") to execute portfolio transactions for the Fund on an agency basis. The commissions paid to Alex. Xxxxx must be, as required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other account of the Advisor is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Advisor. Alex. Xxxxx and the Advisor may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution. The Fund will not deal with the Advisor or Alex. Xxxxx in any transaction in which the Advisor or Alex. Xxxxx acts as a principal with respect to any part of the Fund's order. If Alex. Xxxxx is participating in an underwriting or selling group, the Fund may not buy portfolio securities from the group except in accordance with policies established by the Board of Directors in compliance with rules of the SEC.

Broker/Dealer Relationships. The Sub-Adviser Advisor is responsible for the purchase decisions to buy and sale of sell securities for the FundsPortfolios, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-AdviserAdvisor's primary consideration in effecting a security transaction will be to obtain execution at the best price and executionmost favorable price. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-broker- dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund investment performance of the Portfolios on a continuing basis. Accordingly, the price to the Fund Portfolios in any transaction may be less favorable than that available from another broker-broker- dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Advisor 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 the Portfolios to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund Portfolios, and to other clients of the Sub-AdviserAdvisor as to which the Advisor exercises investment discretion. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Portfolios to such brokers and dealers who also provide research or statistical material, or other services to the Funds Portfolios, to the Advisor, or to the Subany sub-Adviseradvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Advisor will report on said allocations regularly to the Board of Trustees Directors of the Trust Company indicating the brokers to whom such allocations have been made and the basis therefor. In making decisions regarding broker-dealer relationships, the Advisor may take into consideration the recommendations of any sub-advisor appointed to provide investment research or advisory services in connection with the Portfolios, and may take into consideration any research services provided to such sub-advisor by broker-dealers.

Broker/Dealer Relationships. The Sub-Adviser Manager is responsible for the purchase and sale of securities for the FundsManager Portion of the Fund(s), broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's Subject to the remainder of this paragraph, Manager’s primary consideration in effecting a security transaction will be to obtain the best price and executionexecution under the circumstances. In selecting a broker-dealer to execute each particular transaction for a Fundthe Manager Portion of the Fund(s), the Sub-Adviser Manager will take consider such factors it considers to be relevant to the following into considerationtransaction, which are expected to include, among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund Fund(s) on a continuing basis. Accordingly, the price to the Fund Fund(s) in any transaction may be less favorable than that available from another broker-dealer if the Manager determines in good faith that the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund the Fund(s) with respect to the Manager Portion to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser Manager with respect to the Fund Manager Portion of the Fund(s) and to other clients of the Sub-AdviserManager. The Sub-Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Funds Manager Portion of the Fund(s) to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser Manager shall determine and the Sub-Adviser Manager will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefor. Provided the investment objective of the Manager Portion of the Fund(s) is adhered to, the Manager may aggregate sales and purchase orders of securities for the Manager Portion of the Fund(s) with similar orders being made at approximately the same time for other portfolios managed by the Manager, if, in the Manager’s reasonable judgment, such aggregation will result in an overall economic benefit to the Fund(s). In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and the Adviser acknowledge that the Manager’s determination of such economic benefit to the Fund(s) may be based on an evaluation that the Fund(s) is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Manager’s fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors. The allocation of securities so purchased or sold shall be made by the Manager in the manner that the Manager considers to be most equitable and consistent with its fiduciary obligations to the Fund(s) and other clients over time. The Manager represents and acknowledges that it is solely responsible for complying, and agrees that it shall comply, with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission or its staff. The Manager shall not be responsible for any acts or omissions by any broker or dealer, provided that the Manager did not act with gross negligence or willful misconduct in the selection of such broker or dealer. The Manager shall not engage in any transactions for the Manager Portion of the Fund(s) with or through any broker-dealer that is an affiliated person of the Manager or that is described in writing to the Manager as being an affiliated person of the Adviser or the Sub-Adviser except in compliance with all applicable regulations of the Commission and the applicable policies and procedures of the Trust governing such transactions.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-broker- dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-broker- dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Sub- Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust indicating the brokers to whom such allocations have been made and the basis therefor. Provided the investment objectives of the Fund are adhered to, the Sub- Adviser may aggregate sales and purchase orders of securities held in the Fund with similar orders being made simultaneously for other portfolios managed by Sub-Adviser, if, in Sub-Adviser's reasonable judgement, such aggregation shall result in an overall economic benefit to the Fund, taking into consideration the advantageous selling or purchase price and brokerage commission. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and Adviser acknowledge that Sub-Adviser's determination of such economic benefit to the Fund is based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, or a combination of these and other factors. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff ("SEC Requirements"). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub- Adviser's failure to comply with any SEC Requirements.

Broker/Dealer Relationships. The Sub-Adviser is responsible for the purchase and sale of securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates. The Sub-Adviser's ’s primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take consider such factors it considers to be relevant to the following into considerationtransaction, which are expected to include, among other things: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide brokerage and research or statistical material, or other services to within the Funds or to meaning of Section 28(e) of the Sub-AdviserSecurities Exchange Act of 1934 and in compliance therewith. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefortherefore. Provided the investment objectives of the Funds are adhered to, the Sub-Adviser may aggregate sales and purchase orders of securities held in a Fund with similar orders being made at approximately the same time for other portfolios managed by the Sub-Adviser, if, in the Sub-Adviser’s reasonable judgment, such aggregation will result in an overall economic benefit to the Fund. In accounting for such aggregated order, price and commission shall be averaged on a per bond or share basis daily. The Trust and the Adviser acknowledge that the Sub-Adviser’s determination of such economic benefit to the Fund may be based on an evaluation that the Fund is benefited by relatively better purchase or sales price, lower commission expenses and beneficial timing of transactions, the Sub-Adviser’s fiduciary duty to fairly allocate trading opportunities among its clients, or a combination of these and other factors. The allocation of securities so purchased or sold shall be made by the Sub-Adviser in the manner that the Sub-Adviser considers to be most equitable and consistent with its fiduciary obligations to the Fund and other clients. The Sub-Adviser represents and acknowledges that it is solely responsible for complying with any and all applicable pronouncements of the Commission or its staff with respect to the requirements for aggregating trades as may be set out in any interpretive release and/or no-action letters issued by the Commission staff (“SEC Requirements”). The Sub-Adviser further agrees to hold the Trust and the Adviser harmless from any and all loss, damage or liability resulting from the Sub-Adviser’s failure to comply with anyapplicable SEC Requirements. The Sub-Adviser shall not be responsible for any acts or omissions by any broker or dealer, provided that the Sub-Adviser did not act with negligence or willful misconduct in the selection of such broker or dealer.

Broker/Dealer Relationships. The In circumstances when the Sub-Adviser Advisor is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The , the Sub-AdviserAdvisor's primary consideration in effecting a security transaction will be to obtain execution of orders at the best most favorable price and executionexecution available. In performing this function the Sub-Advisor shall comply with applicable policies established by the Board of Directors and shall provide the Board of Directors with such reports as the Board of Directors may require in order to monitor the Fund's portfolio transaction activities. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Advisor 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 the Fund to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Sub-Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and such broker-dealers who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserAdvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Advisor will report on said allocations allocation regularly to the Board of Trustees Directors of the Trust Fund, indicating the brokers to whom such allocations have been made and the basis therefor. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Directors may determine, the Sub-Advisor may consider services in connection with the sale of shares of the Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. Subject to the policies established by the Board of Directors in compliance with applicable law, the Advisor may direct DB Alex. Xxxxx LLC ("DB Alex. Xxxxx") to execute portfolio transactions for the Fund on an agency basis. The commissions paid to DB Alex. Xxxxx must be, as required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities ... during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Sub-Advisor is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Sub-Advisor. DB Alex. Xxxxx and the Sub-Advisor may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution. The Fund will not deal with the Sub-Advisor or DB Alex. Xxxxx in any transaction in which the Sub-Advisor or DB Alex. Xxxxx acts as a principal with respect to any part of the Fund's order. If DB Alex. Xxxxx is participating in an underwriting or selling group, the Fund may not buy portfolio securities from the group except in accordance with policies established by the Board of Directors in compliance with rules of the SEC.

Broker/Dealer Relationships. The Sub-Adviser In the event that the Advisor is responsible for the purchase decisions to buy and sale of sell securities for the FundsFund, broker-dealer selection, and negotiation of its brokerage commission rates. The Sub-Adviser, the Advisor's primary consideration in effecting a security transaction securities transactions will be to obtain the best price and executionexecution on an overall basis. In performing this function the Advisor shall comply with applicable policies established by the Board of Directors and shall provide the Board of Directors with such reports as the Board of Directors may require in order to monitor the Fund's portfolio transaction activities. In certain instances the Advisor may make purchases of underwritten issues at prices which include underwriting fees. In selecting a broker-dealer to execute each particular transaction for a Fundtransaction, the Sub-Adviser Advisor will take the following into consideration: the best net price available, ; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees Directors may from time to time determine, the Sub-Adviser Advisor 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 the Fund to pay a broker or broker-dealer that provides brokerage and research services to the Sub-Adviser Advisor an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or broker-dealer, viewed in terms of either that particular transaction or the Advisor's overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-AdviserFund. The Sub-Adviser Advisor is further authorized to allocate the orders placed by it on behalf of the Funds Fund to brokers and such broker-dealers other than Alex. Xxxxx & Sons Incorporated ("Alex. Xxxxx") who also provide research or statistical material, material or other services to the Funds Fund or to the Sub-AdviserAdvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Advisor shall determine and the Sub-Adviser Advisor will report on said allocations allocation regularly to the Board of Trustees Directors of the Trust Fund, indicating the brokers broker-dealers to whom such allocations have been made and the basis therefor. Consistent with the Conduct Rules of the National Association of Securities Dealers, Inc., and subject to seeking the most favorable price and execution available and such other policies as the Directors may determine, the Advisor may consider services in connection with the sale of shares of the Fund as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. Subject to the policies established by the Board of Directors in compliance with applicable law, the Advisor may direct Alex. Xxxxx to execute portfolio transactions for the Fund on an agency basis. The commissions paid to Alex. Xxxxx must be, as required by Rule 17e-1 under the 1940 Act, "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities during a comparable period of time." If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Advisor is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Advisor. Alex. Xxxxx and the Advisor may combine such transactions, in accordance with applicable laws and regulations, in order to obtain the best net price and most favorable execution. The Fund will not deal with the Advisor or Alex. Xxxxx in any transaction in which the Advisor or Alex. Xxxxx acts as a principal with respect to any part of the Fund's order. If Alex. Xxxxx is participating in an underwriting or selling group, the Fund may not buy portfolio securities from the group except in accordance with policies established by the Board of Directors in compliance with the rules of the SEC.

Broker/Dealer Relationships. The Sub-Adviser is responsible for In connection with the purchase and sale of securities for the Funds, the Adviser is responsible for broker-dealer selection, selection and negotiation of brokerage commission rates. The Sub-Adviser's primary consideration in effecting a security transaction will be to obtain the best price and execution. In selecting a broker-dealer to execute each particular transaction for a Fund, the Sub-Adviser will take the following into consideration: the best net price available, the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the Fund on a continuing basis. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies as the Trust's Board of Trustees may from time to time determine, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the Fund and to other clients of the Sub-Adviser. The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Funds to brokers and dealers who also provide research or statistical material, or other services to the Funds or to the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine and the Sub-Adviser will report on said allocations regularly to the Board of Trustees of the Trust Board, indicating the brokers to whom such allocations have been made and the basis therefor.