Common use of Broker-Dealer Selection Clause in Contracts

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustFund’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the TrustFund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for each the Series’ portfolioAllocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Trust, and determined in consultation with the Managereach Registrant, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, ; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, ; and the firm’s risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the Trusteach Registrant, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Adviser rules and interpretations of the SEC thereunder, the Subadvisor 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Subadvisor or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserSubadvisor’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsstandards and each Registrant’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser (i) Subadvisor if it is registered as a broker-dealer with the SEC, to an (ii) its affiliated broker-dealer, or to (iii) such brokers and dealers who also provide research or research, statistical material, material or other services to the Series, the Sub-Adviser, Subadvisor or an affiliate of the Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Adviser Subadvisor will report on said allocation regularly to the Trust’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Fund's Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Fund's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for each the Series’ portfolioAllocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Trust, and determined in consultation with the Manager, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, ; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, ; and the firm’s risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Adviser rules and interpretations of the SEC thereunder, the Subadvisor 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Subadvisor or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserSubadvisor’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsstandards and the Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Subadvisor if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or research, statistical material, material or other services to the Series, the Sub-Adviser, Subadvisor or an affiliate of the Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Adviser Subadvisor will report on said allocation regularly to the Trust’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price of the security or other investment (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Fund's Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s 's overall responsibilities with respect to the Series and to their respective its other clients as to which they exercise it exercises investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to managed by the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, dealer of either the Sub-Adviser or the Manager or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Fund's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ the Fund’s portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the SeriesFund, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the ManagerAdviser, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustFund’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s 's overall responsibilities with respect to the Series Fund and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series the Fund to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the SeriesFund, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Fund's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s 's Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s 's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerFund, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustFund’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the TrustFund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor. Subject to applicable law, the Sub-Adviser may aggregate purchase or sell orders for the Series with orders of other clients of the Sub-Adviser or its affiliates, when the Sub-Adviser determines doing so is in the best interest of the Series and such other clients. In that event, allocation of the securities purchased or sold, along with expenses incurred in the transaction, will be made by the Sub-Adviser in a manner it determines to be equitable and consistent with its fiduciary obligation to the Series and to its other clients.

Broker-Dealer Selection. The Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for each the Series’ portfolioAllocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Trust, and determined in consultation with the Manager, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, ; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, ; and the firm’s risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the TrustSeries, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Adviser rules and interpretations of the SEC thereunder, the Subadvisor 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Subadvisor or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserSubadvisor’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsstandards and the Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of a the Series to (i) the Sub-Adviser Subadvisor if it is registered as a broker-dealer with the SEC, to an (ii) its affiliated broker-dealer, or to (iii) such brokers and dealers who also provide research or research, statistical material, material or other services to the Series, the Sub-Adviser, Subadvisor or an affiliate of the Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Adviser Subadvisor will report on said allocation regularly to the Trust’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for each the Series’ portfolioAllocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Trust, and determined in consultation with the Manager/Company, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, ; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, ; and the firm’s risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the Trust/Company, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Adviser rules and interpretations of the SEC thereunder, the Subadvisor 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Subadvisor or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserSubadvisor’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsstandards and the Trust/Company’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Subadvisor if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or research, statistical material, material or other services to the Series, the Sub-Adviser, Subadvisor or an affiliate of the Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Adviser Subadvisor will report on said allocation regularly to the Trust’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is authorized to make responsible for decisions to buy and sell securities and other investments for each the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-broker- dealer would have charged for effecting that transaction, if the Sub-Adviser Portfolio Manager or its affiliate 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-broker- dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Portfolio Manager's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustRegistration Statement, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustCompany, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustCompany’s Board of Trustees Directors or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Company's Board of Trustees Directors indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-AdviserPortfolio Manager’s primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Portfolio Manager may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Portfolio Manager notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserPortfolio Manager’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser Portfolio Manager will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsthis Agreement, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager as agent if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealerdealers as agents, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ the Fund’s portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the SeriesFund, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustFund’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series Fund and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series the Fund to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the SeriesFund, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the TrustFund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, 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 may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager Adviser to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the ManagerAdviser. To the extent consistent with these standardsthis Agreement, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser as agent if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealerdealers as agents, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for each Seriesthe Portfolios’ portfolioAllocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the SeriesPortfolios, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Trust, and determined in consultation with the Manager, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, ; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, ; and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series the Portfolios in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Adviser rules and interpretations of the SEC thereunder, the Subadvisor 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 Series the Portfolios to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Subadvisor or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserSubadvisor’s or the Managerits affiliate’s overall responsibilities with respect to the Series Portfolios and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsstandards and the Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of a Series the Portfolios to the Sub-Adviser (i) Subadvisor if it is registered as a broker-dealer with the SEC, to an (ii) its affiliated broker-dealer, or to (iii) such brokers and dealers who also provide research or research, statistical material, material or other services to the SeriesPortfolios, the Sub-Adviser, Subadvisor or an affiliate of the Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Adviser Subadvisor will report on said allocation regularly to the Trust’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each the Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified Affiliated Service Provider’s primary consideration in effecting a transaction will be to obtain the prospectus and/or statement of additional information best execution for the TrustTrust(s), and determined in consultation with the Manager, which include will generally include, among other factors, price and costs (including the applicable brokerage commission or dollar spread), the size and nature of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the speed and likelihood of execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securitiessettlement. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on that participate in commission recapture programs benefiting the basis Trust, provided that neither the Sub-Adviser nor the Manager will direct brokerage in recognition of criteria reasonably considered appropriate by the Managersale of Trust shares. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly monthly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustRegistration Statement, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustCompany, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustCompany’s Board of Trustees Directors or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the TrustCompany’s Board of Trustees Directors indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Fund's Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Fund's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefortherefore.

Broker-Dealer Selection. The Sub-Adviser is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ portfolio, broker-dealer selectionwith or through such persons, brokers or dealers of its choosing and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s primary consideration in effecting choosing a security broker or dealer to effect any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trustit deems relevant, and determined in consultation with the Manager, which include including price (including the applicable brokerage commission or dollar spread, both for the specific transaction and on a continuous basis), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to the requirements of U.S. law, the Fund and the Manager agree that the Sub-Adviser may follow the best execution policy described on Schedule B. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective its other clients as to which they exercise it exercises investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsthis Agreement, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser as agent if it is registered as a broker-dealer with the SEC, SEC or to an any of its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviseras agents. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and will provide such other information on the basis therefor.allocations as the Board may reasonably request. The Fund and the Manager agree that, in managing the Series, the Sub-Adviser may execute trades in markets that are not “regulated markets” as that term is defined in the “Markets in Financial Instruments Directive” and may utilize a multilateral trading facility. See Schedule B.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, on behalf of a Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Fund's Board of Directors/Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Fund's Board of Directors/Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for each the Series’ portfolioAllocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Trust, and determined in consultation with the Manager, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, ; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, ; and the firm’s risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Adviser rules and interpretations of the SEC thereunder, the Subadvisor 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Subadvisor or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserSubadvisor’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsstandards and the Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser (i) Subadvisor if it is registered as a broker-dealer with the SEC, to an (ii) its affiliated broker-dealer, or to (iii) such brokers and dealers who also provide research or research, statistical material, material or other services to the Series, the Sub-Adviser, Subadvisor or an affiliate of the Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Adviser Subadvisor will report on said allocation regularly to the Trust’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make responsible for decisions to buy and sell securities and other investments for each the Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerFund, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees of the Fund indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each the Series’ portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, 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 may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager Adviser with respect to participation in arrangements for the end that direction of portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the ManagerSeries. To the extent consistent with these standards, the The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser as agent if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealerdealers as agents, or to such brokers and and/or dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustCompany, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, 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 may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager Adviser to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the ManagerAdviser. To the extent consistent with these standardsthis Agreement, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser as agent if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealerdealers as agents, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ the Fund’s portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the SeriesFund, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustFund’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series Fund and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to may select broker-dealers on that participate in commission recapture programs that benefit the basis of criteria reasonably considered appropriate by Fund, subject to the ManagerSub-Adviser’s duty to obtain best execution. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series the Fund to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the SeriesFund, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the TrustFund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, 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 may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are may be directed to broker-dealers on that participate in commission recapture programs benefiting the basis Series, provided that neither the Sub-Adviser nor the Manager will direct brokerage in recognition of criteria reasonably considered appropriate by the Managersale of Series shares. To the extent consistent with these standardsthis Agreement, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser as agent if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealerdealers as agents, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly monthly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor. In accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the 1940 Act and Rule 17e-1 thereunder, the Sub-Adviser may engage its affiliates, the Manager and its affiliates, or any other sub-adviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect Series transactions in securities and other investments for a Series. The Sub-Adviser will communicate to the Manager such information relating to Series transactions as they may reasonably request.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustCompany, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustCompany, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustCompany’s Board of Trustees Directors or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the TrustCompany’s Board of Trustees Directors indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments options for each Series’ the Trust's portfolio, and to select broker-dealer selection, dealers and negotiation of to negotiate brokerage commission rates in effecting a security an option transaction. The Sub-Adviser’s 's primary consideration in effecting a security an option transaction will be to obtain the best execution for the SeriesTrust, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerAdviser, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the securityoption, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securitiesoptions. Accordingly, the price to a Series the Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the The Sub-Adviser shall not be deemed to have acted unlawfully or to have breached receive any duty created by this Agreement or otherwise solely by reason of its having caused a Series to pay a research service from any broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting or from any third party 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 is paid by such broker-dealer, viewed dealer in terms return for placing trades through such broker-dealer on behalf of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretionTrust. The Sub-Adviser will consult with the Manager Adviser to the end ensure that portfolio transactions on behalf of a Series the Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the ManagerAdviser. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, Trust to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s 's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefortherefore.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each the Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustFund’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the TrustFund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefortherefore.

Broker-Dealer Selection. The Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for each the Series’ portfolioAllocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Trust, and determined in consultation with the ManagerCompany, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, ; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, ; and the firm’s risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the TrustCompany, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Adviser rules and interpretations of the SEC thereunder, the Subadvisor 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Subadvisor or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserSubadvisor’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsstandards and the Company’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Subadvisor if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or research, statistical material, material or other services to the Series, the Sub-Adviser, Subadvisor or an affiliate of the Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Adviser Subadvisor will report on said allocation regularly to the Trust’s Board of Trustees the Company, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is authorized to make responsible for decisions to buy and sell securities and other investments for each the Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-AdviserPortfolio Manager’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Portfolio Manager or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserPortfolio Manager’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for each Series’ portfoliothe Fund’s Allocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the SeriesFund, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Trust, and determined in consultation with the Manager, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, ; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, ; and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Adviser rules and interpretations of the SEC thereunder, the Subadvisor 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 Series the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Subadvisor or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserSubadvisor’s or the Managerits affiliate’s overall responsibilities with respect to the Series Fund and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsstandards and the Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of a Series the Fund to the Sub-Adviser Subadvisor if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or research, statistical material, material or other services to the SeriesFund, the Sub-Adviser, Subadvisor or an affiliate of the Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Adviser Subadvisor will report on said allocation regularly to the Trust’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Fund's Board of Directors/Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Fund's Board of Directors/Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments options for each Series’ the Trust’s portfolio, and to select broker-dealer selection, dealers and negotiation of to negotiate brokerage commission rates in effecting a security an option transaction. The Sub-Adviser’s primary consideration in effecting a security an option transaction will be to obtain the best execution for the SeriesTrust, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerAdviser, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the securityoption, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securitiesoptions. Accordingly, the price to a Series the Trust in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the The Sub-Adviser shall not be deemed to have acted unlawfully or to have breached receive any duty created by this Agreement or otherwise solely by reason of its having caused a Series to pay a research service from any broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting or from any third party 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 is paid by such broker-dealer, viewed dealer in terms return for placing trades through such broker-dealer on behalf of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretionTrust. The Sub-Adviser will consult with the Manager Adviser to the end ensure that portfolio transactions on behalf of a Series the Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the ManagerAdviser. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, Trust to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefortherefore.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to seek to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustFund’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion, or such other factors as the Sub-Adviser may determine in its reasonable discretion to be appropriate for consideration. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation with respect to the Series regularly to the TrustFund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis thereformade.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is hereby authorized to make decisions place orders for the purchase and sale of securities with or through such persons, brokers or dealers and to buy negotiate commissions to be paid on such transactions and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionto supervise the execution thereof. The Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Portfolio Manager may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Portfolio to Manager notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Portfolio Manager or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Portfolio Manager's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustCompany, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, 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 may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsthis Agreement, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser as agent if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealerdealers as agents, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make responsible for decisions to buy and sell securities and other investments for each Series’ portfoliothe Portfolio, broker-dealer and futures commission merchant selection, and negotiation of brokerage commission rates and futures commission merchants' rates. As a general matter, in effecting a security transaction. The executing portfolio transactions the Sub-Adviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain 's best judgment, provide prompt and reliable execution of the best execution for transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the SeriesSub-Adviser shall consider all relevant factors, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include including price (including the applicable brokerage commission, dealer spread or futures commission or dollar spreadmerchant rate), the size of the order, the nature of the market for the securitysecurity or other investment, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and and, in the case of securities, the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 ACT), 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 the Sub-Adviser's having caused a Series the Portfolio to pay a broker-member of an exchange, broker or dealer an amount of commission for effecting a portfolio investment securities transaction in excess of the amount of commission another broker-member of an exchange, 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-member of an exchange, broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s 's overall responsibilities with respect to the Series Portfolio and to their respective the Sub-Adviser's other clients as to which they exercise the Sub-Adviser exercises investment discretion. The SubIn accordance with Section 11(a) of the 1934 Act and Rule 11a2-Adviser will consult with 2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards1940 Act and Rule 17e-1 thereunder, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series may engage its affiliates, Manager and its affiliates or any other sub-adviser to the Sub-Adviser if it is registered Fund and its respective affiliates as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers or futures commission merchants to which such allocations have been made effect portfolio transactions in securities and other investments for the basis thereforPortfolio.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustFund’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. The Manager acknowledges that directed brokerage may result in a Series paying higher commissions than would be the case if the Sub-Adviser were able to select brokers freely. Directed brokerage in many cases limits the Sub-Adviser’s ability to negotiate commissions for a Series and its ability to aggregate orders and may result in an inability to obtain volume discounts or best execution for the Series in some transactions. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the TrustFund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor. The Sub-Adviser may manage other portfolios and expects that a Series and other portfolios it manages will, from time to time, purchase or sell the same securities. The Sub-Adviser may aggregate orders for the purchase or sale of securities on behalf of a Series with orders on behalf of other portfolios the Sub-Adviser manages. Securities purchased or proceeds of securities sold through aggregated orders will be allocated to the account of each portfolio managed by the Sub-Adviser that bought or sold such securities at the average execution price. If less than the total of the aggregated orders is executed, purchased securities or proceeds will generally be allocated pro rata among the participating portfolios in proportion to their planned participation in the aggregated orders.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is authorized to make responsible for decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-broker- dealer would have charged for effecting that transaction, if the Sub-Adviser Portfolio Manager or its affiliate 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-broker- dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Portfolio Manager's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ ' portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Portfolio Manager may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Portfolio Manager notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Portfolio Manager's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-AdviserPortfolio Manager’s primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, 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 Portfolio Manager may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Portfolio Manager notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserPortfolio Manager’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser Portfolio Manager will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsthis Agreement, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager as agent if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealerdealers as agents, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for each the Series’ portfolioAllocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Trust, and determined in consultation with the ManagerCompany, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, ; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, ; and the firm’s risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the TrustCompany, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Adviser rules and interpretations of the SEC thereunder, the Subadvisor 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Subadvisor or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserSubadvisor’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsstandards and the Company’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Subadvisor if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or research, statistical material, material or other services to the Series, the Sub-Adviser, Subadvisor or an affiliate of the Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Adviser Subadvisor will report on said allocation regularly to the Trust’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ ' portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, 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 Portfolio Manager may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Portfolio Manager notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Portfolio Manager's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser Portfolio Manager will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsthis Agreement, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager as agent if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealerdealers as agents, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefortherefore.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, on behalf of the Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Fund's Board of Trustees Directors or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Fund's Board of Trustees Directors indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustRegistration Statement, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Sub- Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is hereby authorized to make decisions place orders for the purchase and sale of securities with or through such persons, brokers or dealers and to buy negotiate commissions to be paid on such transactions and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionto supervise the execution thereof. The Sub-AdviserPortfolio Manager’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Portfolio Manager may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Portfolio to Manager notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Portfolio Manager or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserPortfolio Manager’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is authorized to make decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Fund's Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Portfolio Manager's or the Manager’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser Portfolio Manager will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser Portfolio Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Fund's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make responsible for decisions to buy and sell securities and other investments for each the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerCompany, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustCompany, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.their

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, on behalf of a Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s 's Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s 's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustFund’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the TrustFund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefortherefore.

Broker-Dealer Selection. The Sub-Adviser is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ ' portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s 's primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustCompany, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, 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 may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager Adviser to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the ManagerAdviser. To the extent consistent with these standardsthis Agreement, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser as agent if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealerdealers as agents, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustFund’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Manager will review the Sub-Adviser will consult Adviser’s policies with the Manager respect to the end broker-dealer selection to ensure that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the TrustFund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ portfolio, broker-dealer selectionwith or through such persons, brokers or dealers of its choosing and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-AdviserPortfolio Manager’s primary consideration in effecting choosing a security broker or dealer to effect any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Portfolio Manager may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Portfolio Manager notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserPortfolio Manager’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective its other clients as to which they exercise it exercises investment discretion. The Sub-Adviser will consult Portfolio Manager may, in consultation with the Manager to the end that and consistent with best execution, direct portfolio transactions on behalf of a Series are directed to broker-dealers on that participate in commission recapture programs that benefit the basis of criteria reasonably considered appropriate by Series, but not the Manager or the Portfolio Manager. To the extent consistent with these standardsthis Agreement, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager as agent if it is registered as a broker-dealer with the SEC, SEC or to an any of its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviseras agents. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and will provide such other information on the basis thereforallocations as the Board may reasonably request.

Broker-Dealer Selection. The Sub-Adviser is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine Sub-Adviser maintains and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, 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 may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsthis Agreement, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser as agent if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealerdealers as agents, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ ' portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Portfolio Manager may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Portfolio Manager notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Portfolio Manager's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealerdealers, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ the Fund’s portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the SeriesFund, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the ManagerAdviser, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustFund’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series Fund and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series the Fund to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the SeriesFund, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the TrustFund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Subadviser is authorized to make responsible for decisions to buy and sell securities and other investments for each the Series’ ' portfolio, for broker-dealer selection, and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Adviser’s Subadviser's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Trust, and determined in consultation with the Manager, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, ; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, ; and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser Subadviser 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Subadviser or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Subadviser's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsstandards and with the Trust's Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadviser is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Subadviser if it is registered as a broker-dealer with the SECCommission, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services services, to the Series, the Sub-AdviserSubadviser, or an affiliate of the Sub-AdviserSubadviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadviser shall determine consistent with the above standards, and the Sub-Adviser Subadviser will report on said allocation regularly to the Trust’s Board of Trustees of the Trust, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions select the brokers or dealers (collectively “Brokers”) through which to buy execute the purchases and sell sales of portfolio securities and other investments for each Series’ portfolioin portfolio companies. In selecting Brokers, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The the Sub-Adviser’s primary Adviser may give consideration to factors other than price, including, but not limited to, research services and market information. Any such services or information which the Sub-Adviser receives in effecting a security transaction will be to obtain the best execution connection with activities for the Series, taking into account Company may also be used by the factors specified in the prospectus and/or statement of additional information Sub-Adviser for the Trust, benefit of other clients and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment customers of the Sub-Adviser in the exercise or any of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offeredAffiliates. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the The Sub-Adviser shall not be deemed is hereby authorized, to have acted unlawfully the fullest extent now or hereafter permitted by law, to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Series cause the Company to pay a broker-member of a national securities exchange, broker or dealer an amount of commission for effecting a portfolio investment securities transaction in excess of the amount of commission another broker-member of such exchange, broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith faith, taking into account factors, including without limitation, price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission was is reasonable in relation to the value of the brokerage and and/or research services provided by such broker-member, broker or dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s its overall responsibilities with respect to the Series Company’s portfolio, and is consistent with the Sub-Adviser’s duty to their respective other clients as to which they exercise investment discretionseek the best execution on behalf of the Company. The Sub-Adviser will consult with the Manager shall promptly communicate to the end that investment committee of the Adviser and to the officers of the Company such information relating to portfolio transactions on behalf as they may reasonably request. Notwithstanding the foregoing, with regard to transactions with or for the benefit of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsCompany, the SubAdviser may not pay any commission or receive any rebates or give-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SECups, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be nor participate in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to any business arrangements which such allocations have been made and the basis thereforwould circumvent this restriction.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is authorized to make responsible for decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-broker- dealer would have charged for effecting that transaction, if the Sub-Adviser Portfolio Manager or its affiliate 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-broker- dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Portfolio Manager's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ portfolio, broker-dealer selectionwith or through such persons, brokers, or dealers as the Portfolio Manager may select, and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-AdviserPortfolio Manager’s primary consideration in effecting a security any such transaction will be to obtain the seek best execution of orders for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Portfolio Manager may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage research services to the Portfolio Manager notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserPortfolio Manager’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser Portfolio Manager will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. Manager may instruct the Portfolio Manager to use its best efforts to execute a portion of securities transactions on behalf of a Series, not to exceed 25% of the securities transactions for such Series on an annual basis, with or through one or more brokers designated by Manager. Manager represents and warrants that it has negotiated and is satisfied with its selection of such brokers, their commission rates, execution quality, and all other terms and conditions relating to the services to be provided by such brokers in connection with all such transactions. To the extent consistent with these standardsthis Agreement and any applicable laws, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to any of the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an Portfolio Manager’s affiliated broker-dealer, dealers as agents or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager or its other clients, provided that the Manager and the Portfolio Manager will not knowingly allocate orders to any broker or an affiliate dealer to compensate the broker or dealer for its services in distributing shares of the Sub-AdviserSeries or other mutual funds. An affiliated broker may execute transactions for a Series on an exchange floor, and receive and retain all commissions, fees, and benefits without complying further with Section 11(a) of the Securities Exchange Act. An affiliated broker also may execute agency cross trades, in which the affiliated broker acts as broker both for a Series and for the counterparty to the transaction. Agency cross trades may enable the Portfolio Manager to purchase or sell a block of securities for its clients at a set price, and possibly avoid an unfavorable price movement that may be created through entrance into the market with such purchase or sale order. Portfolio Manager will comply with any legal requirements that may apply, including, but not limited to, Rule 17e-1 under the 1940 Act and Rule 206(3)-2 under the Advisers Act, as well any procedures adopted by the Board of Trustees of the Trust. Manager is aware that the affiliation between the Portfolio Manager and an affiliated broker could give the Portfolio Manager an indirect interest in brokerage commissions received by the affiliated broker, and that agency cross trades could create potentially conflicting divisions of loyalties and responsibilities, because the affiliated broker acts for and receives commissions from both sides of the trade. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor. Manager may at any time revoke its consent to the execution of future trades with an affiliated broker for a Series by giving written notice to Portfolio Manager or the affiliated broker.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, selection and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Fund's Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end ensure that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Fund's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ portfolio, broker-dealer selectionwith or through such person, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustCompany, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, 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 may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager Adviser to the end that portfolio transactions on behalf of a Series are may be directed to broker-dealers on that participate in commission recapture programs benefiting the basis Series, provided that neither the Sub-Adviser nor the Adviser will direct brokerage in recognition of criteria reasonably considered appropriate by the Managersale of Series shares. To the extent consistent with these standardsthis Agreement, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser as agent if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealerdealers as agents, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly monthly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor. In accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the 1940 Act and Rule 17e-1 thereunder, the Sub-Adviser may engage its affiliates, the Adviser and its affiliates, or any other sub-adviser to the Company and its respective affiliates, as broker-dealers or futures commission merchants to effect Series transactions in securities and other investments for a Series. The Sub-Adviser will communicate to the Adviser such information relating to Series transactions as they may reasonably request.

Broker-Dealer Selection. The Sub-Adviser is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, 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 may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsthis Agreement, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser as agent if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealerdealers as agents, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, selection and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Fund's Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end ensure that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Fund's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, on behalf of a Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub- Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, 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 may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on that participate in commission recapture programs benefiting the basis Series, provided that neither the Sub-Adviser nor the Manager will direct brokerage in recognition of criteria reasonably considered appropriate by the Managersale of Series shares. To the extent consistent with these standardsthis Agreement, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser as agent if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealerdealers as agents, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly monthly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ ' portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, 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 Portfolio Manager may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Portfolio Manager notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Portfolio Manager's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsthis Agreement, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager as agent if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealerdealers as agents, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for each Series’ portfoliothe Portfolio’s Allocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the SeriesPortfolio, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Trust, and determined in consultation with the Manager, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, ; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, ; and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series the Portfolio in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Adviser rules and interpretations of the SEC thereunder, the Subadvisor 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 Series the Portfolio to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Subadvisor or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserSubadvisor’s or the Managerits affiliate’s overall responsibilities with respect to the Series Portfolio and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsstandards and the Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of a Series the Portfolio to the Sub-Adviser (i) Subadvisor if it is registered as a broker-dealer with the SEC, to an (ii) its affiliated broker-dealer, or to (iii) such brokers and dealers who also provide research or research, statistical material, material or other services to the SeriesPortfolio, the Sub-Adviser, Subadvisor or an affiliate of the Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Adviser Subadvisor will report on said allocation regularly to the Trust’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is authorized to make responsible for decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Portfolio Manager or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Portfolio Manager's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees of the Trust indicating the broker-broker- dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is authorized to make responsible for decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the a Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-broker- dealer would have charged for effecting that transaction, if the Sub-Adviser Portfolio Manager or its affiliate 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-broker- dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Portfolio Manager's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerFund, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Fund's Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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 Series to pay a commission to a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on that participate in commission recapture programs benefiting the basis Fund, provided that neither the Sub-Adviser nor the Manager will direct brokerage in recognition of criteria reasonably considered appropriate by the Managersale of Fund shares. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly monthly to the Trust’s Fund's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for each the Series’ portfolio' Allocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Adviser’s Subadvisor's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Trust, and determined in consultation with the Manager, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, ; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, ; and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Adviser rules and interpretations of the SEC thereunder, the Subadvisor 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Subadvisor or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Subadvisor's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsstandards and the Trust's Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Subadvisor if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or research, statistical material, material or other services to the Series, the Sub-Adviser, Subadvisor or an affiliate of the Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Adviser Subadvisor will report on said allocation regularly to the Trust’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ ' portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s 's primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, 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 may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager Adviser to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the ManagerAdviser. To the extent consistent with these standardsthis Agreement, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser as agent if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealerdealers as agents, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for each the Series’ portfolioAllocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Trust, and determined in consultation with the Manager, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, service (including research services provided); the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, ; and the firm’s risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the TrustSeries, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Adviser rules and interpretations of the SEC thereunder, the Subadvisor 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Subadvisor or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserSubadvisor’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsstandards and the Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of a the Series to (i) the Sub-Adviser Subadvisor if it is registered as a broker-dealer with the SEC, to an (ii) its affiliated broker-dealer, or to (iii) such brokers and dealers who also provide research or research, statistical material, material or other services to the Series, the Sub-Adviser, Subadvisor or an affiliate of the Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Adviser Subadvisor will report on said allocation regularly to the Trust’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, selection and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which may include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustFund’s Board of Trustees Directors or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the TrustFund’s Board of Trustees Directors indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make responsible for decisions to buy and or sell securities and other investments for each Series’ portfolioDivision, broker-dealer and futures commission merchants' selection, and negotiation of brokerage commission rates and futures commission merchants' rates. As a general matter, in effecting a security transaction. The Subexecuting portfolio transactions, the Adviser may employ or deal with such broker-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Seriesdealers or futures commission merchants as may, taking into account the factors specified in the prospectus and/or statement Adviser's best judgment, provide prompt and reliable execution of additional information for the Trusttransactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, and determined in consultation with the ManagerAdviser shall consider all relevant factors, which include including price (including the applicable brokerage commission, dealer spread or futures commission or dollar spreadmerchant rate), the size of the order, the nature of the market for the securitysecurity or other investment, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and and, in the case of securities, the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager Managers may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Sub-1934 ACT), the 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 the Adviser's having caused a Series Division to pay a broker-member of an exchange, broker or dealer an amount of commission for effecting a portfolio investment securities transaction in excess of the amount of commission another broker-member of an exchange, 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-dealermember of an exchange, broker or dealer viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s 's overall responsibilities with respect to the Series such Division and to their respective the other clients as to which they exercise the Adviser exercises investment discretion. The In accordance with Section 11(a) of the 1934 Act and Rule lla2-2('I') thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the 1940 Act and Rule 17e-1 thereunder, the Adviser may engage its affiliates, or any Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to Separate Account and its respective affiliates, as broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized or futures commission merchants to allocate the orders placed by it on behalf of effect portfolio transactions in securities and other investments for a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis thereforDivision.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, selection and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, on behalf of a Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s 's Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s 's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefortherefore.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price of the security or other investment (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustFund’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective its other clients as to which they exercise it exercises investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to managed by the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, dealer of either the Sub-Adviser or the Manager or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the TrustFund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is authorized to make decisions to buy and sell securities and other investments for each the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Fund's Board of Trustees or Manager Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Portfolio Manager's or the Manager’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser Portfolio Manager will consult with the Manager to the end that portfolio transactions on behalf of a the Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Fund's Board of Trustees Directors indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustRegistration Statement, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-broker- dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s 's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ ' portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s 's primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustCompany, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, 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 may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ ' portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s 's primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustCompany, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, 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 may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsthis Agreement, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser as agent if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealerdealers as agents, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for each the Series’ portfolioAllocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Trust, and determined in consultation with the Manager, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, ; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, ; and the firm’s risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Adviser rules and interpretations of the SEC thereunder, the Subadvisor 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Subadvisor or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserSubadvisor’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsstandards and the Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of a the Series to (i) the Sub-Adviser Subadvisor if it is registered as a broker-dealer with the SEC, to an (ii) its affiliated broker-dealer, or to (iii) such brokers and dealers who also provide research or research, statistical material, material or other services to the Series, the Sub-Adviser, Subadvisor or an affiliate of the Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Adviser Subadvisor will report on said allocation regularly to the Trust’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ ' portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Portfolio Manager may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Portfolio Manager notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Portfolio Manager's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager Subject to the end that overriding objective of obtaining best execution of portfolio transactions on behalf of a the Series, the Manager may consult with the Portfolio Manager about directing portfolio transactions on behalf of the Series are directed to broker-dealers on the basis of additional criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsthis Agreement, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager as agent if it is registered as a broker-dealer with the SEC, SEC or to an any of its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviseras agents. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and will provide such other information on the basis thereforallocations as the Board may reasonably request.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ ' portfolio, broker-dealer selectionwith or through such persons, brokers or dealers of its choosing and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s Portfolio Manager's primary consideration in effecting choosing a security broker or dealer to effect any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Portfolio Manager may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Portfolio Manager notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Portfolio Manager's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective its other clients as to which they exercise it exercises investment discretion. The Sub-Adviser will consult Portfolio Manager may, in consultation with the Manager to the end that and consistent with best execution, direct portfolio transactions on behalf of a Series are directed to broker-dealers on that participate in commission recapture programs that benefit the basis of criteria reasonably considered appropriate by Series, but not the Manager or the Portfolio Manager. To the extent consistent with these standardsthis Agreement, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager as agent if it is registered as a broker-dealer with the SEC, SEC or to an any of its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviseras agents. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and will provide such other information on the basis thereforallocations as the Board may reasonably request.

Broker-Dealer Selection. The Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for each the Series’ portfolioAllocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to seek to obtain the best execution for the Series, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Trust, and determined in consultation with the Manager, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, ; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, ; and the firm’s risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Adviser rules and interpretations of the SEC thereunder, the Subadvisor 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Subadvisor or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-AdviserSubadvisor’s or the Managerits affiliate’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsstandards and the Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Subadvisor if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or research, statistical material, material or other services to the Series, the Sub-Adviser, Subadvisor or an affiliate of the Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Adviser Subadvisor will report on said allocation regularly to the Trust’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is authorized to make decisions to buy and sell securities and other investments for each the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Fund's Board of Trustees or Manager Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Portfolio Manager's or the Manager’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser Portfolio Manager will consult with the Manager to the end that portfolio transactions on behalf of a the Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Fund's Board of Trustees Directors indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ Mid Cap Fund’s portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the SeriesMid Cap Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series Mid Cap Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustFund’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series Mid Cap Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series Mid Cap Fund and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series Mid Cap Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series Mid Cap Fund to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the SeriesMid Cap Fund, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the TrustFund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerFund, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Fund's Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on that participate in commission recapture programs benefiting the basis Fund, provided that neither the Sub-Adviser nor the Manager will direct brokerage in recognition of criteria reasonably considered appropriate by the Managersale of Fund shares. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly monthly to the Trust’s Fund's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for each Series’ ' portfolio, broker-dealer selectionwith or through such persons, brokers or dealers and negotiation of brokerage commission rates in effecting a security transactionto negotiate commissions to be paid on such transactions and to supervise the execution thereof. The Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the ManagerRegistration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Portfolio Manager may effect a transaction on behalf of its having caused a the Series to pay with a broker-dealer for effecting a portfolio investment who provides brokerage and research services to the Portfolio Manager notwithstanding the fact that the commissions payable with respect to any such transaction in excess of may be greater than the amount of any commission another broker-dealer would might 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Portfolio Manager's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser Portfolio Manager will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsthis Agreement, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager as agent if it is registered as a broker-dealer with the SEC, to an any of its affiliated broker-dealerdealers as agents, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustFund’s Board of Directors/Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the TrustFund’s Board of Directors/Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, selection and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the TrustFund’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end ensure that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the TrustFund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, selection and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the TrustFund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Fund's Board of Trustees Directors or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or the Manager’s 's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trust’s Fund's Board of Trustees Directors indicating the broker-dealers to which such allocations have been made and the basis therefortherefore.

Broker-Dealer Selection. The Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for each the Series’ portfolio' Allocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Adviser’s Subadvisor's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Trust, and determined in consultation with the Manager, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, ; the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, ; and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Adviser rules and interpretations of the SEC thereunder, the Subadvisor 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Subadvisor or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Subadvisor's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standardsstandards and the Trust's Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Subadvisor if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or research, statistical material, material or other services to the Series, the Sub-Adviser, Subadvisor or an affiliate of the Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Adviser Subadvisor will report on said allocation regularly to the Trust’s Board of Trustees the Trust, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Adviser Portfolio Manager is authorized to make responsible for decisions to buy and sell securities and other investments for each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm firms involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, 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 Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser Portfolio Manager or its affiliate 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-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s Portfolio Manager's or the Manager’s its affiliate's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of a the Series to the Sub-Adviser Portfolio Manager if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-AdviserPortfolio Manager, or an affiliate of the Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Adviser Portfolio Manager will report on said allocation regularly to the Trust’s Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor. Pursuant to the Procedures for Opening Brokerage and Other Accounts, the Portfolio Manager is authorized to open brokerage and other trading accounts on behalf of the Series in compliance with these procedures.