Common use of Broker-Dealer Selection Clause in Contracts

Broker-Dealer Selection. The Sub-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the Fund’s portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, 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 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-Sub-Adviser in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused 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-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-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities with respect to the Fund and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-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 Fund, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the 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 place orders for the purchase and sale of securities and other investments for each Series’ portfolio, with or through such persons, brokers or dealers and to negotiate commissions to be paid on such transactions and to supervise the execution thereof. In connection with such orders, the Sub-Adviser is authorized as the Series’ agent to make decisions give instructions to buy and sell the Series’ custodian as to deliveries of securities and or other investments and payments of cash related to securities held for the Fund’s portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionSeries’ account. The Sub-Sub-Adviser’s primary consideration in effecting a security any such transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-AdviserRegistration 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 the Fund 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 FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason may effect a transaction on behalf of its having caused the Fund to pay Series 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-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-Sub-Adviser’s or the Sub-Adviserits affiliate’s overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standardsthis Agreement, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor. To the extent that the Sub-Adviser or any of its affiliated broker-dealers are allocated orders consistent with this paragraph, the provision of such brokerage services is not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of Applicable Law and any procedures adopted by the Board, the Sub-Adviser or its affiliates may receive brokerage commissions, fees or other remuneration from the Series for these services in addition to the Sub-Adviser’s fees for services under this Agreement.

Broker-Dealer Selection. The Sub-Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s portfolioSeries’ Allocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Fund, and determined in consultation with the Sub-AdviserTrust, 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 the Fund 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 Subadvisor in the exercise of its fiduciary obligations to the FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-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 the Fund 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-Sub-Adviser Subadvisor 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-Sub-Adviser’s or the Sub-AdviserSubadvisor’s overall responsibilities with respect to the Fund Series and to their respective its other clients as to which they exercise it exercises investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. 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-Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of the Fund Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, Subadvisor or an affiliate of the Sub-Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Sub-Adviser Subadvisor will report on said allocation regularly to the Fund’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The To the extent provided in the Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Sub-Adviser, as approved by the Board (the “Sub-Adviser is authorized to make decisions to buy and sell securities and other investments Procedures”), the Sub-Adviser shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions for the Allocated Portion, broker-dealer selectionwhen applicable, and negotiation of brokerage commission rates with or through such brokers, dealers or other financial institutions described in effecting a security transactionSection 2(d) hereof. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use its reasonable best efforts to obtain the best execution for the Fund, taking into account the factors specified and efficient execution on all portfolio transactions executed in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price (including the applicable brokerage commission or dollar spread), the size respect 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 securitiesAllocated Portion. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, and consistent with applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may, in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients clients. On an ongoing basis, at such times as to which they exercise investment discretion. The Sub-the Adviser or the Board shall request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The To the extent provided in the Prospectus or SAI of the Fund’s Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Sub-Adviser, as approved by the Board (the “Sub-Adviser is authorized to make decisions to buy and sell securities and other investments Procedures”), the Sub-Adviser shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions when applicable with or through such brokers, broker-dealer selection, and negotiation of brokerage commission rates dealers or other financial institutions as selected in effecting a security transactionaccordance with Section 2(d) hereof. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use commercially reasonable efforts to seek to obtain the best execution for of all portfolio transactions executed on behalf of the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, 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 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-The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, and consistent with the applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may, in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients as to which they exercise investment discretionclients. The Sub-On an ongoing basis, but not less often than annually, the Sub-Adviser will consult with provide a written report, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s portfolioAllocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account all factors that the Subadviser reasonably determines to be relevant, including, without limitation, the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Fund, and determined in consultation with the Sub-AdviserTrust, 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 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-Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine determine, and communicate in writing to the Subadvisor, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-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 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-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-Sub-AdviserSubadvisor’s or the Sub-Adviserits affiliate’s overall responsibilities with respect to the Fund and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. 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-Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-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 Fund, the Sub-Sub-Adviser, Subadvisor or an affiliate of the Sub-Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Sub-Adviser Subadvisor will report on said allocation regularly to the Fund’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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for To the extent provided in the Prospectus or SAI of the Fund’s portfolio, broker-dealer selectionRegistration Statement, and negotiation in accordance with applicable law and applicable policies and procedures of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price as approved by the Board (including the applicable brokerage commission or dollar spread“Sub-Adviser Procedures”), 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 brokerSub-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 the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justifiedAdviser shall, in the judgment name of the Fund, place orders for the execution of portfolio transactions for the Allocated Portion, when applicable, with or through such brokers, dealers or other financial institutions described in Section 2(d) hereof. The Sub-Adviser shall use commercially reasonable efforts to seek the best execution on all portfolio transactions executed in respect of the Allocated Portion. Subject to review by the Board with respect to the extent or continuation of this practice, the Sub-Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and consistent with applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may (but shall be under no obligation to), in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to seek best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients over time. On an ongoing basis, at such times as to which they exercise investment discretion. The Sub-the Adviser or the Board shall reasonably request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized maintains with respect to allocate the orders placed by it on behalf Allocated Portion or with brokers or dealers that execute transactions for the Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for the Fund’s 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-Sub-Adviser’s primary consideration in effecting a security any such transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-AdviserRegistration 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 the Fund 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 FundCompany, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason may effect a transaction on behalf of its having caused the Fund to pay Series 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-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-Sub-Adviser’s or the Sub-Adviserits affiliate’s overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are a Series may be directed to broker-dealers on that participate in commission recapture programs benefiting the basis of criteria reasonably considered appropriate by Series, provided that neither the Sub-AdviserAdviser nor the Adviser will direct brokerage in recognition of the sale of Series shares. To the extent consistent with these standardsthis Agreement, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly monthly to the Fund’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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for To the extent provided in the Fund’s portfolio, broker-dealer selectionRegistration Statement, and negotiation in accordance with applicable policies and procedures of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price as approved by the Board (including the applicable brokerage commission or dollar spread“Sub-Adviser Procedures”), 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 brokerSub-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 the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justifiedAdviser shall, in the judgment name of the Fund (if applicable), cause orders to be placed for the execution of portfolio transactions applicable to the Allocated Portion with or through such brokers, dealers or other financial institutions as selected in accordance with Section 2(d) hereof. The Sub-Adviser shall use its reasonable best efforts to obtain best execution and efficient execution on portfolio transactions executed in respect of the Allocated Portion. The Sub-Adviser may, to the extent permissible by Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended, and consistent with applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the exercise best interest of the Allocated Portion as well as other clients of the Sub-Adviser (or other clients of the Sub-Adviser’s affiliated investment adviser(s)), the Sub-Adviser may, but shall not be required to, in accordance with applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser or of the Sub-Adviser’s affiliated investment adviser(s) in order to seek to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund, by other aspects with respect to management of the portfolio execution services offered. Subject Allocated Portion, and to such policies as other clients. During the Fund’s Board term of Trustees or this Agreement, the Sub-Adviser may determine and consistent shall comply at all times with Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended and the Sub-guidance thereunder with respect to commission arrangements for “soft dollars” (“Section 28(e)”). Prior to the execution of this Agreement, 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 provide the Adviser with a summary of its having caused 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’s procedures (the “Summary of Soft Dollar Review Procedures”) (together with sample conclusions from the implementation of these procedures) that it believes to be reasonably designed to ensure compliance with Section 28(e), including, but not limited to, the conditions of Section 28(e) that: (i) services paid by the Sub-Adviser determines with soft dollars constitute “brokerage and research services” as defined in Section 28(e); and (ii) the Sub-Adviser make a good faith determination that such amount the value of commission was any brokerage and research service is reasonable in relation to the value amount of commissions paid. The Sub-Adviser will provide the brokerage Adviser with reasonable notice of any material change to the relevant Sub-Adviser Procedures and research services provided by such broker-dealerthe Summary of Soft Dollar Review Procedures. On an ongoing basis, viewed in terms of either that particular transaction or but not less often than quarterly, the Sub-Sub-Adviser’s or Adviser shall provide an attestation as to the Sub-Adviser’s overall responsibilities compliance with respect to Section 28(e) over the Fund preceding quarter, along with other attestations regarding best execution and to their respective other clients soft dollar arrangements, in such form as to which they exercise investment discretion. The Sub-Sub-may be mutually agreed upon by the Adviser will consult with and the Sub-Adviser from time to time. On an ongoing basis, but not less often than annually, the Sub-Adviser shall provide (i) an updated Summary of Soft Dollar Review Procedures to the end that portfolio transactions on behalf extent there have been any material updates over the term of this Agreement; (ii) a list of brokers who have provided the Fund are directed to brokerSub-dealers on Adviser with soft dollars over the basis term of criteria reasonably considered appropriate this Agreement; and (iii) a list of categories or general types of brokerage and research services obtained by the Sub-AdviserAdviser with soft dollars over the term of this Agreement. To the extent consistent with these standardsFurther, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-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 Fund, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent use its commercially reasonable best efforts to provide any additional information requested by the Board or the Adviser with the above standards, respect to best execution and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis thereforsoft dollar arrangements.

Broker-Dealer Selection. The To the extent provided in the Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Sub-Adviser, as approved by the Board (the “Sub-Adviser is authorized to make decisions to buy and sell securities and other investments Procedures”), the Sub-Adviser shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions for the Allocated Portion, broker-dealer selectionwhen applicable, and negotiation of brokerage commission rates with or through such brokers, dealers or other financial institutions described in effecting a security transactionSection 2(d) hereof. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use its reasonable best efforts to seek to obtain the best execution for the Fund, taking into account the factors specified on all portfolio transactions executed in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price (including the applicable brokerage commission or dollar spread), the size respect 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 securitiesAllocated Portion. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, and consistent with the applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may, in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients over time, taking into account such factors as to the Sub-Adviser deems appropriate, including respective relative amounts of capital available for new investments, the investment programs, portfolio composition, liquidity constraints, tax situation and regulatory restrictions of the clients for which they exercise investment discretionparticipation is appropriate. The Adviser acknowledges that such considerations may result in an allocation not on a pari passu basis. The Adviser acknowledges that if an order for a particular investment opportunity cannot be fully executed under prevailing market conditions, the amount executed may be allocated among the different funds and accounts for which the opportunity is relevant on a basis which the Sub-Adviser considers fair and equitable. On an ongoing basis, at such time as the Adviser or the Board shall request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser Portfolio Manager is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s each Series' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-AdviserTrust, 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 the Fund 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 Portfolio Manager in the exercise of its fiduciary obligations to the FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-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 the Fund Series to pay a broker-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-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-Sub-Adviser’s Portfolio Manager's or the Sub-Adviser’s its affiliate's overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of the Fund Series to the Sub-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 FundSeries, the Sub-Sub-AdviserPortfolio Manager, or an affiliate of the Sub-Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Sub-Adviser Portfolio Manager will report on said allocation regularly to the Fund’s Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor. 4.

Broker-Dealer Selection. The Sub-Sub-Adviser is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for the Fund’s each Series’ portfolio, brokerwith or through such persons, brokers or dealers that Sub-dealer selection, Adviser selects in its discretion 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-Sub-Adviser’s primary consideration in effecting a security any such transaction will be to seek to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-AdviserRegistration 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 the Fund 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 FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser may effect, and 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 effected, a transaction on behalf of the Fund to pay Series 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-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-Sub-Adviser’s or the Sub-Adviserits affiliate’s overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will will, upon request of the Adviser, consult with the Sub-Adviser to review the end that appropriateness of historical portfolio transactions on behalf of the Fund are that were directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-AdviserAdviser on behalf of a Series. To the extent consistent with these standardsthis Agreement, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The To the extent provided in the Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Sub-Adviser, as approved by the Board (the “Sub-Adviser is authorized to make decisions to buy and sell securities and other investments Procedures”), the Sub-Adviser shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions for the Allocated Portion, broker-dealer selectionwhen applicable, and negotiation of brokerage commission rates with or through such brokers, dealers or other financial institutions described in effecting a security transactionSection 2(d) hereof. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use its commercially reasonable efforts to obtain the best execution for the Fund, taking into account the factors specified on all portfolio transactions executed in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price (including the applicable brokerage commission or dollar spread), the size respect 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 securitiesAllocated Portion. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and consistent with the applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may, in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients clients. On an ongoing basis, at such time as to which they exercise investment discretion. The Sub-the Adviser or the Board shall request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments options for the Fund’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-Sub-Adviser’s primary consideration in effecting a security an option transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, 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 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-Sub-Adviser in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-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 the Fund 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-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-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities with respect to the Fund and to their respective other clients as to which they exercise investment discretionFund. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end ensure that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-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 Fund, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the FundTrust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefortherefore.

Broker-Dealer Selection. The Sub-Sub-Adviser Portfolio Manager is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s Series' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-AdviserTrust, 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 the Fund 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 Portfolio Manager in the exercise of its fiduciary obligations to the FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-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 the Fund 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-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-Sub-Adviser’s Portfolio Manager's or the Sub-Adviser’s its affiliate's overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of the Fund Series to the Sub-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 FundSeries, the Sub-Sub-AdviserPortfolio Manager, or an affiliate of the Sub-Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Sub-Adviser Portfolio Manager will report on said allocation regularly to the Fund’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-Sub-Adviser Portfolio Manager is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s Series' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-AdviserTrust, 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 the Fund 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 Portfolio Manager in the exercise of its fiduciary obligations to the FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-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 the Fund 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-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-Sub-Adviser’s Portfolio Manager's or the Sub-Adviser’s its affiliate's overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of the Fund Series to the Sub-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 FundSeries, the Sub-Sub-AdviserPortfolio Manager, or an affiliate of the Sub-Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Sub-Adviser Portfolio Manager will report on said allocation regularly to the Fund’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 To the extent provided in the Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Sub-Adviser, as approved by the Board (the “Sub-Adviser is authorized to make decisions to buy and sell securities and other investments Procedures”), the Sub-Adviser shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions for the Allocated Portion, broker-dealer selectionwhen applicable, and negotiation of brokerage commission rates with or through such brokers, dealers or other financial institutions described in effecting a security transactionSection 2(d) hereof. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use its reasonable best efforts to seek to obtain the best execution for the Fund, taking into account the factors specified on all portfolio transactions executed in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price (including the applicable brokerage commission or dollar spread), the size respect 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 Allocated Portion in accordance with its best execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securitiespolicy. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and consistent with the applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may, but shall be under no obligation to, in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients clients. On an annual basis, at such time as to which they exercise investment discretion. The Sub-the Adviser or the Board shall request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund general types of research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for To the Fund’s portfolio, broker-dealer selectionextent provided in the Registration Statement, and negotiation in accordance with applicable law and applicable policies and procedures of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, as described in the Sub-Adviser Compliance Manual, which include price is provided by the Sub-Adviser to the approval of the Board (including the applicable brokerage commission or dollar spread“Sub-Adviser Procedures”), 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 brokerSub-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 the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justifiedAdviser shall, in the judgment name of the Sub-Fund, place orders for the execution of portfolio transactions for the Allocated Portion, when applicable, with or through such brokers, dealers or other financial institutions described in Section 2(d) hereof. The Sub-Adviser shall use its reasonable best efforts to obtain best execution on all portfolio transactions executed in the exercise of its fiduciary obligations to the Fund, by other aspects respect of the portfolio execution services offeredAllocated Portion. Subject to such policies as the Fund’s Board of Trustees or The Sub-Adviser may determine and consistent with may, to the extent permissible by Section 28(e) of the Securities Exchange Act of 1934, and consistent with the applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may, in accordance with applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures. On a quarterly basis, or at such other times as the Board or the Adviser shall request, the Sub-Adviser will identify and provide a written description to the Board and the Adviser, upon request, summarizing (i) the brokerage details with respect to transactions executed by the Sub-Adviser for the Allocated Portion and (ii) all “soft dollar” arrangements that the Sub-Adviser maintains with respect to the Fund or with brokers or dealers that execute transactions for the Fund, and of all research and other services provided to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Fund transactions for the Allocated Portion to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-broker or dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Fund, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the 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-Sub-Adviser Portfolio Manager is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-AdviserPortfolio Manager’s primary consideration in effecting a security transaction will be to obtain the best execution overall terms for the FundSeries, taking into account the factors specified in that include the prospectus and/or statement of additional information for the Fundfactors it deems relevant including, and determined in consultation with the Sub-Adviserbut not limited to, which include price (including the applicable brokerage commission or dollar spread), the size and character of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability condition of the broker-dealer involved, the quality execution and settlement capabilities of the service, the difficulty of executionbroker-dealer involved, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning services on a block of securitiescontinuing basis. Accordingly, the price to the Fund Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-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 the Fund 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-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-Sub-AdviserPortfolio Manager’s or the Sub-Adviserits affiliate’s overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of the Fund Series to the Sub-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 FundSeries, the Sub-Sub-AdviserPortfolio Manager, or an affiliate of the Sub-Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Sub-Adviser Portfolio Manager will report on said allocation regularly to the Fund’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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments investment for the Fund’s Trust's portfolio, and to select broker-dealer selection, dealers and negotiation of to negotiate brokerage commission rates in effecting a security transactionthe Trust's investments. The Sub-Sub-Adviser’s 's primary consideration in effecting a security transaction an investment on behalf of the Trust will be to obtain the best execution for the FundTrust, taking into account the factors specified in the prospectus and/or statement of additional information for the FundTrust, and determined in consultation with the Sub-Adviser, 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 securitiesinvestment. Accordingly, the price to the Fund 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-Sub-Adviser in the exercise of its fiduciary obligations to the FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-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 the Fund 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-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-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities with respect to the Fund and to their respective other clients as to which they exercise investment discretionTrust. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end ensure that portfolio transactions on behalf of the Fund Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-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 Fund, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Trust's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefortherefore.

Broker-Dealer Selection. The To the extent provided in the Registration Statement, and in accordance with applicable law and the applicable policies and procedures of the Sub-Adviser, as approved by the Board (the “Sub-Adviser is authorized to make decisions to buy and sell securities and other investments Procedures”), the Sub-Adviser shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions for the Allocated Portion, broker-dealer selectionwhen applicable, and negotiation of brokerage commission rates with or through such brokers, dealers or other financial institutions described in effecting a security transactionSection 2(d) hereof. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use its reasonable best efforts to obtain the best execution for the Fund, taking into account the factors specified and efficient execution on all portfolio transactions executed in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price (including the applicable brokerage commission or dollar spread), the size respect 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 securitiesAllocated Portion. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, and consistent with applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may, in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients clients. On an ongoing basis, at such times as to which they exercise investment discretion. The Sub-the Adviser or the Board shall reasonably request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s portfolioAllocated Portion, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction(where applicable). The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain To the best execution for the Fund, taking into account the factors specified extent provided in the prospectus and/or statement of additional information for the FundRegistration Statement, and determined in consultation accordance with applicable law and applicable policies and procedures of the Sub-Adviser, which include price as approved by the Board (including the applicable brokerage commission or dollar spread“Sub-Adviser Procedures”), the size Sub-Adviser shall, in the name of the orderFund, place orders for the nature execution of portfolio transactions when applicable with or through such brokers, dealers or other financial institutions as selected in accordance with Section 2(d) hereof. The Sub-Adviser shall use its reasonable best efforts to obtain best execution on all portfolio transactions executed in respect of the market for the securityAllocated Portion, the timing of the considering all circumstances. In selecting brokers, dealers, or other financial intermediaries to execute a particular 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 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-Sub-Adviser in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine take all relevant factors into consideration, including: the commission rate, the breadth of the market and consistent the price of the security; the reliability, integrity, and financial condition of the broker, dealer, or intermediary; the size of and difficulty in executing the order; and the reasonableness of the commission, if any, with respect to the specific transaction. Subject to the Sub-Adviser Procedures and any written instructions as the Adviser may from time to time provide, the Sub-Adviser may, to the extent permissible by Section 28(e) of the Securities Exchange Act of 1934, cause the Allocated Portion to pay a broker or dealer that provides brokerage or research services to the Adviser, the Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason and the Allocated Portion an amount of its having caused the Fund to pay a broker-dealer commission for effecting a portfolio investment transaction in excess of the amount of commission that another broker-broker or dealer would have charged for effecting that transaction, transaction if the Sub-Sub-Adviser determines determines, in good faith faith, that such amount of commission was is reasonable in relation relationship to the value of the such brokerage and or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s overall responsibility to the Fund or its other advisory clients. On occasions when the Sub-Adviser’s Adviser deems the purchase or sale of a security for the Allocated Portion to be in the best interest of the Fund as well as other clients of the Sub-Adviser’s overall responsibilities , the Sub-Adviser may, in accordance with applicable law and the Sub-Adviser Procedures, but is under no obligation to, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to seek to obtain a more favorable price or lower brokerage commission and efficient execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in a manner it considers equitable and consistent with its fiduciary obligations to the Fund and to such other clients. On an ongoing basis, but not less often than annually, the Sub-Adviser will identify and provide a written description to the Board and the Adviser of all “soft dollar” arrangements that the Sub-Adviser maintains with respect to the Fund or with brokers or dealers that execute transactions for the Fund, and of all research and other services provided to their respective other clients as to which they exercise investment discretion. The the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Fund transactions for the Allocated Portion to the broker or dealer. In addition, at such times as the Adviser or the Board shall request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-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 Fund, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis thereforAllocated Portion.

Broker-Dealer Selection. The Sub-Sub-Adviser is authorized Subject to make decisions applicable law, including restrictions under the 1940 Act with respect to buy transactions with affiliates and sell securities in accordance with applicable policies and other investments for the Fund’s portfolio, broker-dealer selection, and negotiation procedures of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price as approved by the Board (including the applicable brokerage commission or dollar spread“Sub-Adviser Procedures”), 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 brokerSub-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 the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justifiedAdviser shall, in the judgment name of the Fund, place orders for the execution of portfolio transactions for the Allocated Portion, when applicable, with or through such brokers, dealers or other financial institutions selected in accordance with Section 2(e) hereof. Subject to the foregoing, the Sub-Adviser shall use its reasonable best efforts to obtain best execution on all portfolio transactions executed in respect of the Allocated Portion. The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and consistent with applicable Sub-Adviser Procedures, consider, among other things, the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities with respect to , the Fund and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser may, in accordance with applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will consult be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the end that portfolio Fund (with respect to the Allocated Portion only) and to such other clients. On an ongoing basis, at such times as the Adviser or the Board shall request, the Sub-Adviser will provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized maintains with respect to allocate the orders placed by it on behalf Allocated Portion with brokers or dealers that execute transactions for the Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser Portfolio Manager is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s each Series' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security transaction will be to obtain the best execution overall terms for the FundSeries, taking into account the factors specified in that include the prospectus and/or statement of additional information for the Fundfactors it deems relevant including, and determined in consultation with the Sub-Adviserbut not limited to, which include price (including the applicable brokerage commission or dollar spread), the size and character of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability condition of the broker-dealer involved, the quality execution and settlement capabilities of the service, the difficulty of executionbroker-dealer involved, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning services on a block of securitiescontinuing basis. Accordingly, the price to the Fund Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-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 the Fund 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-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-Sub-Adviser’s Portfolio Manager's or the Sub-Adviser’s its affiliate's overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of the Fund Series to the Sub-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 FundSeries, the Sub-Sub-AdviserPortfolio Manager, or an affiliate of the Sub-Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Sub-Adviser Portfolio Manager will report on said allocation regularly to the Fund’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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for To the Fund’s portfolio, broker-dealer selectionextent provided in the Registration Statement, and negotiation in accordance with applicable law and applicable policies and procedures of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price as approved by the Board (including the applicable brokerage commission or dollar spread“Sub-Adviser Procedures”), 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 brokerSub-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 the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justifiedAdviser shall, in the judgment name of the Sub-Fund, place orders for the execution of portfolio transactions for the Allocated Portion, when applicable, with or through such brokers, dealers or other financial institutions described in Section 2(d) hereof. The Sub-Adviser shall use its reasonable best efforts to obtain best execution on all portfolio transactions executed in the exercise of its fiduciary obligations to the Fund, by other aspects respect of the portfolio execution services offeredAllocated Portion. Subject to such policies as the Fund’s Board of Trustees or The Sub-Adviser may determine and consistent with may, to the extent permissible by Section 28(e) of the Securities Exchange Act of 1934, and consistent with the applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may, in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients clients. On an ongoing basis, at such time as to which they exercise investment discretion. The Sub-the Adviser or the Board shall request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the FundTrust’s portfolio, and to select broker-dealer selection, dealers and negotiation of to negotiate brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the FundTrust, taking into account the factors specified in the prospectus and/or statement of additional information for the FundTrust, and determined in consultation with the Sub-Adviser, 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 the Fund 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-Sub-Adviser in the exercise of its fiduciary obligations to the FundTrust, by other aspects of the portfolio execution services offered. Subject to In connection with the selection of such policies as brokers or dealers and the Fund’s Board placing of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934such orders, the Sub-Sub-Adviser shall not be deemed adhere to have acted unlawfully or to have breached any duty created procedures adopted by this Agreement or otherwise solely by reason the Board of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess Trustees of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities with respect to the Fund and to their respective other clients as to which they exercise investment discretionTrust. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end ensure that portfolio transactions on behalf of the Fund Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-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 FundTrust, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the FundTrust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefortherefore.

Broker-Dealer Selection. The Sub-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the Fund’s each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-AdviserManager, 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 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-Sub-Adviser in the exercise of its fiduciary obligations to the Fund, by other aspects of may select a broker-dealer even if another broker-dealer offers more favorable pricing terms, if the overall portfolio execution services offeredoffered by the broker-dealer selected are determined by the Sub-Adviser to be more favorable. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund 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-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-Sub-Adviser’s or the Sub-AdviserManager’s overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser Manager to the end that portfolio transactions on behalf of the Fund a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-AdviserManager. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund a Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the 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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for To the Fund’s portfolio, broker-dealer selectionextent provided in the Registration Statement, and negotiation in accordance with applicable law and applicable policies and procedures of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price as approved by the Board (including the applicable brokerage commission or dollar spread“Sub-Adviser Procedures”), 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 brokerSub-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 the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justifiedAdviser shall, in the judgment name of the Sub-Fund, place orders for the execution of portfolio transactions for the Allocated Portion, when applicable, with or through such brokers, dealers or other financial institutions described in Section 2(d) hereof. The Sub-Adviser shall use its reasonable best efforts to obtain best execution on all portfolio transactions executed in the exercise of its fiduciary obligations to the Fund, by other aspects respect of the portfolio execution services offeredAllocated Portion. Subject to such policies as the Fund’s Board of Trustees or The Sub-Adviser may determine and consistent with may, to the extent permissible by Section 28(e) of the Securities Exchange Act of 1934, and consistent with the applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to 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 appropriate for the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may, in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients clients. On an ongoing basis, at such time as to which they exercise investment discretion. The Sub-the Adviser or the Board shall request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the Fund’s each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the FundRegistration Statement, and determined in consultation with the Sub-AdviserManager, 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 the Fund 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 FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the FundTrust’s Board of Trustees or Sub-Adviser Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund 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-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-Sub-Adviser’s or the Sub-AdviserManager’s overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser Manager to the end that portfolio transactions on behalf of the Fund a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-AdviserManager. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund a Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the FundTrust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Sub-Adviser Subadviser is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s Series' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-Adviser’s Subadviser's primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-AdviserTrust, 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 the Fund 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 Subadviser in the exercise of its fiduciary obligations to the FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-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 the Fund 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-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-Sub-Adviser’s Subadviser's or the Sub-Adviser’s its affiliate's overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standardsstandards and with the Trust's Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1 of the 1940 Act, the Sub-Sub-Adviser Subadviser is further authorized to allocate the orders placed by it on behalf of the Fund Series to the Sub-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 to the FundSeries, the Sub-Sub-AdviserSubadviser, or an affiliate of the Sub-Sub-AdviserSubadviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Subadviser shall determine consistent with the above standards, and the Sub-Sub-Adviser Subadviser will report on said allocation regularly to the Fund’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-Sub-Sub- Adviser is authorized to make decisions to buy and sell securities and other investments options for the Fund’s 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-Sub-Adviser’s 's primary consideration in effecting a security an option transaction will be to obtain the best execution for the FundTrust, taking into account the factors specified in the prospectus and/or statement of additional information for the FundTrust, and determined in consultation with the Sub-Adviser, 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 the Fund 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-Sub-Adviser in the exercise of its fiduciary obligations to the FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Sub-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 the Fund 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-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-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities with respect to the Fund and to their respective other clients as to which they exercise investment discretionTrust. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end ensure that portfolio transactions on behalf of the Fund Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-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 Fund, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Sub- Adviser will report on said allocation regularly to the Fund’s Trust's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefortherefore. 4.

Broker-Dealer Selection. The Sub-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the Fund’s Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, 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 FundFund(s), and determined in consultation with the Sub-AdviserManager, 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 the Fund 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 Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees Directors or Sub-Adviser Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund 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-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-Sub-Adviser’s or the Sub-AdviserManager’s overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser Manager to the end that portfolio transactions on behalf of the Fund a Series are directed to broker-dealers on that participate in commission recapture programs benefiting the basis of criteria reasonably considered appropriate by Fund, provided that neither the Sub-AdviserAdviser nor the Manager will direct brokerage in recognition of the sale of Fund shares. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund a Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly monthly to the 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-Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s portfolioAllocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account all factors that the Subadvisor reasonably determines to be relevant, including, without limitation, the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Fund, and determined in consultation with the Sub-AdviserTrust, 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 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-Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine determine, and communicate in writing to the Subadvisor, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-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 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-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-Sub-AdviserSubadvisor’s or the Sub-Adviserits affiliate’s overall responsibilities with respect to the Fund and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. 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-Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-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 Fund, the Sub-Sub-Adviser, Subadvisor or an affiliate of the Sub-Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Sub-Adviser Subadvisor will report on said allocation regularly to the Fund’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The To the extent provided in the Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Sub-Adviser, as approved by the Board (the “Sub-Adviser is authorized to make decisions to buy and sell securities and other investments Procedures”), the Sub-Adviser shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions for the Allocated Portion, broker-dealer selectionwhen applicable, and negotiation of brokerage commission rates with or through such brokers, dealers or other financial institutions described in effecting a security transactionSection 2(e) hereof. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use commercially reasonable efforts to obtain the best execution for the Fund, taking into account the factors specified available of all portfolio transactions executed in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price (including the applicable brokerage commission or dollar spread), the size respect 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 securitiesAllocated Portion. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, and consistent with applicable Sub-Adviser Procedures, consider, among other things, the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party, and may cause the Allocated Portion to pay a broker or dealer that provides brokerage or research services to the Adviser, the Sub-Adviser and the Allocated Portion an amount of commission for effecting an Allocated Portion transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities to the Allocated Portion or its other advisory clients. To the extent authorized by Section 28(e) of the Securities Exchange Act of 1934 and consistent with the Sub-Adviser Procedures and any written instructions as the Adviser may from time to time provide to the Sub-Adviser, 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 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 such action. On occasions when the Sub-Sub-Adviser determines deems the purchase or sale of a security to be in good faith that such amount of commission was reasonable in relation to the value best interest of the brokerage and research services provided by such broker-dealer, viewed in terms Fund as well as other clients of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may (but shall be under no obligation to), in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients over time. On an ongoing basis, at such times as to which they exercise investment discretion. The Sub-the Adviser or the Board shall request (but no more frequently than quarterly), the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to transactions executed by the end that portfolio Sub-Adviser for the Allocated Portion and (ii) the “soft dollar” arrangements, with respect to transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by Allocated Portion, that the Sub-Adviser. To Adviser maintains with brokers or dealers that execute transactions for the extent consistent with these standardsAllocated Portion, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The To the extent provided in the Prospectus or SAI of the Fund’s Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Sub-Adviser, as approved by the Board (the “Sub-Adviser is authorized to make decisions to buy and sell securities and other investments Procedures”), the Sub-Adviser shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions when applicable with or through such brokers, broker-dealer selection, and negotiation of brokerage commission rates dealers or other financial institutions as selected in effecting a security transactionaccordance with Section 2(d) hereof. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use commercially reasonable efforts to seek to obtain the best execution for the Fund, taking into account the factors specified of all portfolio transactions executed in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price (including the applicable brokerage commission or dollar spread), the size respect 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 securitiesAllocated Portion. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 and consistent with the applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, in accordance with applicable law and any relevant Sub-Adviser shall not Procedures, aggregate the securities to be deemed to have acted unlawfully so purchased or to have breached any duty created by this Agreement or otherwise solely by reason sold with other orders for other clients of its having caused 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 in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by 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 consistent with the Sub-Sub-Adviser’s or Adviser Procedures and in the Sub-Adviser’s overall responsibilities manner it considers to be equitable and consistent with respect its fiduciary obligations to the Fund and to their respective such other clients as to which they exercise investment discretionclients. The Sub-On an ongoing basis, but not less often than annually, the Sub-Adviser will consult with provide a written report, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s portfolioSeries’ Allocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Fund, and determined in consultation with the Sub-AdviserCompany, 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 the Fund 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 Subadvisor in the exercise of its fiduciary obligations to the FundCompany, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-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 the Fund 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-Sub-Adviser Subadvisor 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-Sub-Adviser’s or the Sub-AdviserSubadvisor’s overall responsibilities with respect to the Fund Series and to their respective its other clients as to which they exercise it exercises investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. 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-Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of the Fund Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, Subadvisor or an affiliate of the Sub-Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Sub-Adviser Subadvisor will report on said allocation regularly to the Fund’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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the Fund’s each Series' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the Fundeach Trust, and or determined in consultation with the Sub-AdviserManager, 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 's risk in positioning a block of securities. Accordingly, the price to the Fund 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-Sub- Adviser in the exercise of its fiduciary obligations to the FundTrusts, on behalf of a Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board Trusts' Boards of Trustees or Sub-Adviser Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund 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-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-Sub-Adviser’s 's or the Sub-Adviser’s Manager's overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund a Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board Trusts' Boards of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Series as well as other clients of the Sub-Adviser, it may allocate such transactions in the manner it considers to be the most equitable and consistent with its fiduciary obligation to the Series and to such other clients.

Broker-Dealer Selection. The Sub-Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s portfolioPortfolios’ Allocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the FundPortfolios, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Fund, and determined in consultation with the Sub-AdviserCompany, 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 the Fund 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-Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the FundCompany, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-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 the Fund 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-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-Sub-AdviserSubadvisor’s or the Sub-Adviserits affiliate’s overall responsibilities with respect to the Fund Portfolios and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. 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-Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of the Fund Portfolios to the Sub-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 FundPortfolios, the Sub-Sub-Adviser, Subadvisor or an affiliate of the Sub-Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Sub-Adviser Subadvisor will report on said allocation regularly to the Fund’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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the Fund’s each Series' portfolio, to select a broker-dealer selectionto effect a transaction, and negotiation of to negotiate brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, and, in connection with any applicable commission reduction or recapture program for the benefit of the Series, determined in consultation with the Manager, subject to applicable regulation under the 1940 Act with respect to directed brokerage and execution, taking into account the factors specified in the then-current prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-AdviserSeries, 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 the Fund 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 reasonable business judgment and fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s 's Board of Trustees or Sub-Adviser Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Sub-"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 having caused the Fund 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-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-Sub-Adviser’s 's or the Sub-Adviser’s Manager's overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-In connection with an applicable commission recapture or reduction program for the benefit of the Series, the Sub-Adviser will consult with the Sub-Adviser Manager with respect to the end that selection of broker-dealers to execute portfolio transactions on behalf of the Fund are directed to broker-dealers a Series on the basis of criteria reasonably considered appropriate by the Sub-AdviserManager, consistent with the applicable regulation under the 1940 Act governing direction of brokerage on behalf of mutual funds. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund a Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the Fund’s each Series' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the Fundeach Trust, and or determined in consultation with the Sub-AdviserManager, 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 's risk in positioning a block of securities. Accordingly, the price to the Fund 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 FundTrusts, on behalf of a Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board Trusts' Boards of Trustees or Sub-Adviser Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund 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-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-Sub-Adviser’s 's or the Sub-Adviser’s Manager's overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund a Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board Trusts' Boards of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Series as well as other clients of the Sub-Adviser, it may allocate such transactions in the manner it considers to be the most equitable and consistent with its fiduciary obligation to the Series and to such other clients.

Broker-Dealer Selection. The Sub-To the extent provided in the Prospectus or SAI of the Fund’s Registration Statement, and in accordance with applicable Procedures, the Sub-Adviser is authorized to make decisions to buy and sell securities and other investments shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions when applicable with or through such brokers, broker-dealer selection, and negotiation of brokerage commission rates dealers or other financial institutions as selected in effecting a security transactionaccordance with Section 2(d) hereof. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use commercially reasonable efforts to seek to obtain the best execution for of all portfolio transactions executed on behalf of the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, 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 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-The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, and not inconsistent with the Sub-Sub-Procedures, and such written instructions as the Adviser shall not be deemed may from time to have acted unlawfully or time provide to have breached any duty created by this Agreement or otherwise solely by reason of its having caused 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-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-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, in accordance with respect applicable law and any relevant Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients as to which they exercise investment discretionclients. The Sub-On an ongoing basis, but not less often than annually, the Sub-Adviser will consult with provide a written report, in a form reasonably agreed between the Sub-Adviser to and the end Adviser, summarizing the “soft dollar” arrangements that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To Adviser maintains with brokers or dealers that execute transactions for the extent consistent with these standardsAllocated Portion, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s portfolioDivisions, 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-SubAdviser may employ or deal with such broker-Adviser’s primary consideration dealers or futures commission merchants as may, in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser's best judgment, which include provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Sub-Adviser shall consider all relevant factors, 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 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-Sub-Adviser in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser Managers may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Sub-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 the Fund Divisions 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-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-Sub-Adviser’s or the Sub-Adviser’s 's overall responsibilities with respect to the Fund Divisions and to their respective the Sub-Adviser's other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf exercises investment discretion. In accordance with Section 11(a) of the Fund are directed 1934 Act and Rule 11a2-2(T) thereunder, and subject to broker-dealers on any other applicable laws and regulations including Section 17(e) of the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards1940 Act and Rule 17e-1 thereunder, the Sub-SubAdviser may engage its affiliates, Manager and its affiliates or any other sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund adviser to the Sub-Sub-Adviser if it is registered Separate Account 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 Fund, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’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 thereforDivisions.

Broker-Dealer Selection. The Sub-Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s portfolio, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser’s registration statement, 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 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-Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Sub-Adviser rules and interpretations of the Securities and Exchange Commission (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 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-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-Sub-AdviserSubadvisor’s or the Sub-Adviserits affiliate’s overall responsibilities with respect to the Fund and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standardsstandards and the Fund’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-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 Fund, the Sub-Sub-Adviser, Subadvisor or an affiliate of the Sub-Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Sub-Adviser Subadvisor will report on said allocation regularly to the Fund’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-Subject to applicable law including restrictions under the 1940 Act with respect to transactions with affiliates, and in accordance with the Sub-Adviser is authorized to make decisions to buy and sell securities and other investments Procedures, the Sub-Adviser shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions when applicable, brokerwith or through such brokers, dealers or other financial institutions as selected in accordance with Section 2(d) hereof. Subject to the foregoing, the Sub-dealer selection, and negotiation Adviser shall use its reasonable best efforts to obtain best execution on all portfolio transactions executed in respect of brokerage commission rates in effecting a security transactionthe Allocated Portion. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the FundAdviser may, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, 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 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-Sub-Adviser in the exercise of its fiduciary obligations to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and consistent with the applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may, in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients clients. On an ongoing basis, at such time as to which they exercise investment discretion. The Sub-the Adviser or the Board shall request, the Sub-Adviser will consult with identify and provide a written report to the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized maintains with respect to allocate the orders placed by it on behalf Allocated Portion or with brokers or dealers that execute transactions for the Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser Subadviser is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s Series' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-Adviser’s Subadviser's primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-AdviserTrust, 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 the Fund 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 Subadviser in the exercise of its fiduciary obligations to the FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-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 the Fund 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-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-Sub-Adviser’s Subadviser's or the Sub-Adviser’s its affiliate's overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. 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-Sub-Adviser Subadviser is further authorized to allocate the orders placed by it on behalf of the Fund Series to the Sub-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 to the FundSeries, the Sub-Sub-AdviserSubadviser, or an affiliate of the Sub-Sub-AdviserSubadviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Subadviser shall determine consistent with the above standards, and the Sub-Sub-Adviser Subadviser will report on said allocation regularly to the Fund’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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the Fund’s Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, 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 the Fund 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 Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund 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-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-Sub-Adviser’s or the Sub-AdviserManager’s overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser Manager to the end that portfolio transactions on behalf of the Fund a Series are directed to broker-dealers on that participate in commission recapture programs benefiting the basis of criteria reasonably considered appropriate by Fund, provided that neither the Sub-AdviserAdviser nor the Manager will direct brokerage in recognition of the sale of Fund shares. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund a Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly monthly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The To the extent provided in the Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Sub-Adviser, as approved by the Board (the “Sub-Adviser is authorized to make decisions to buy and sell securities and other investments Procedures”), the Sub-Adviser shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions for the Allocated Portion, broker-dealer selectionwhen applicable, and negotiation of brokerage commission rates with or through such brokers, dealers or other financial institutions described in effecting a security transactionSection 2(d) hereof. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use its reasonable best efforts to seek to obtain the best execution for the Fund, taking into account the factors specified on all portfolio transactions executed in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price (including the applicable brokerage commission or dollar spread), the size respect 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 securitiesAllocated Portion. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and consistent with the applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may, but shall be under no obligation to, in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients over time, taking into account such factors as to the Sub-Adviser deems appropriate, including respective relative amounts of capital available for new investments, the investment programs, portfolio composition, liquidity constraints, tax situation and regulatory restrictions of the clients for which they exercise investment discretionparticipation is appropriate. The Adviser acknowledges that such considerations may result in an allocation not on a pari passu basis. The Adviser acknowledges that if an order for a particular investment opportunity cannot be fully executed under prevailing market conditions, the amount executed may be allocated among the different funds and accounts for which the opportunity is relevant on a basis which the Sub-Adviser considers fair and equitable. On an ongoing basis, at such time as the Adviser or the Board shall request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund general types of research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s portfolioPortfolios’ Allocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the FundPortfolios, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Fund, and determined in consultation with the Sub-AdviserCompany, 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 the Fund 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-Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the FundCompany, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-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 the Fund 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-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-Sub-AdviserSubadvisor’s or the Sub-Adviserits affiliate’s overall responsibilities with respect to the Fund Portfolios and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. 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-Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of the Fund Portfolios to the Sub-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 FundPortfolios, the Sub-Sub-Adviser, Subadvisor or an affiliate of the Sub-Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Sub-Adviser Subadvisor will report on said allocation regularly to the Fund’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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the Fund’s each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, 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 the Fund 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 Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees Directors or Sub-Adviser Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund 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-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-Sub-Adviser’s or the Sub-AdviserManager’s overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser Manager to the end that portfolio transactions on behalf of the Fund a Series are directed to broker-dealers on that participate in commission recapture programs benefiting the basis of criteria reasonably considered appropriate by Fund, provided that neither the Sub-AdviserAdviser nor the Manager will direct brokerage in recognition of the sale of Fund shares. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund a Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly monthly to the 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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the Fund’s each Series’ portfolio, broker-dealer selection, selection and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the FundTrust, and determined in consultation with the Sub-AdviserManager, 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 the Fund 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 FundTrust, on behalf of a Series, by other aspects of the portfolio execution services offered. Subject to such policies as the FundTrust’s Board of Trustees or Sub-Adviser Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund 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-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-Sub-Adviser’s or the Sub-AdviserManager’s overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser Manager to the end that portfolio transactions on behalf of the Fund a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-AdviserManager. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund a Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the FundTrust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefortherefore.

Broker-Dealer Selection. The Sub-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for To the extent provided in the Prospectus or SAI of the Fund’s portfolio, broker-dealer selectionRegistration Statement, and negotiation in accordance with applicable law and applicable policies and procedures of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price as approved by the Board (including the applicable brokerage commission or dollar spread“Sub-Adviser Procedures”), 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 brokerSub-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 the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justifiedAdviser shall, in the judgment name of the Sub-Fund, place orders for the execution of portfolio transactions when applicable with or through such brokers, dealers or other financial institutions as selected in accordance with Section 2(d) hereof. The Sub-Adviser shall use commercially reasonable efforts to seek to obtain best execution on all portfolio transactions executed in the exercise of its fiduciary obligations to the Fund, by other aspects respect of the portfolio execution services offeredAllocated Portion. Subject to such policies as the Fund’s Board of Trustees or The Sub-Adviser may determine and consistent with may, to the extent permissible by Section 28(e) of the Securities Exchange Act of 1934, and consistent with the applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party and may cause the Allocated Portion to pay a broker or dealer that provides brokerage or research services to the Adviser, the Sub-Adviser and the Allocated Portion an amount of commission for effecting an Allocated Portion transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities to the Allocated Portion or its other advisory clients. To the extent authorized by Section 28(e) of the Securities Exchange Act of 1934 and consistent with the Procedures and any written instructions as the Adviser may from time to time provide to the Sub-Adviser, 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 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 such action. On occasions when the Sub-Sub-Adviser determines deems the purchase or sale of a security to be in good faith that such amount of commission was reasonable in relation to the value best interest of the brokerage and research services provided by such broker-dealer, viewed in terms Fund as well as other clients of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may (but shall be under no obligation to), in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients as to which they exercise investment discretionover time. The Sub-On an ongoing basis, but not less often than annually, the Sub-Adviser will consult with provide a written report, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the Fund’s Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, 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 FundFund(s), and determined in consultation with the Sub-AdviserManager, 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 the Fund 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 Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund 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-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-Sub-Adviser’s or the Sub-AdviserManager’s overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser Manager to the end that portfolio transactions on behalf of the Fund a Series are directed to broker-dealers on that participate in commission recapture programs benefiting the basis of criteria reasonably considered appropriate by Fund, provided that neither the Sub-AdviserAdviser nor the Manager will direct brokerage in recognition of the sale of Fund shares. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund a Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly monthly to the 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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the Fund’s Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, 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 the Fund 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 Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees Directors or Sub-Adviser Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund 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-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-Sub-Adviser’s or the Sub-AdviserManager’s overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser Manager to the end that portfolio transactions on behalf of the Fund a Series are directed to broker-dealers on that participate in commission recapture programs benefiting the basis of criteria reasonably considered appropriate by Fund, provided that neither the Sub-AdviserAdviser nor the Manager will direct brokerage in recognition of the sale of Fund shares. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund a Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly monthly to the 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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the Fund’s each Series' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and or determined in consultation with the Sub-AdviserManager, 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 's risk in positioning a block of securities. Accordingly, the price to the Fund 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 Fund, on behalf of a Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s 's Board of Trustees or Sub-Adviser Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund 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-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-Sub-Adviser’s 's or the Sub-Adviser’s Manager's overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund a Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s 's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Series as well as other clients of the Sub-Adviser, it may allocate such transactions in the manner it considers to be the most equitable and consistent with its fiduciary obligation to the Series and to such other clients.

Broker-Dealer Selection. The Sub-Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for the each Fund’s portfolio, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser’s Registration Statement, 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 the a 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-Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Sub-Adviser rules and interpretations of the Securities and Exchange Commission (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 the a 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-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-Sub-AdviserSubadvisor’s or the Sub-Adviserits affiliate’s overall responsibilities with respect to the Fund and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standardsstandards and each Fund’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-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 Fund, the Sub-Sub-Adviser, Subadvisor or an affiliate of the Sub-Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Sub-Adviser Subadvisor will report on said allocation regularly to the Fund’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-Sub-Adviser Subadviser is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s portfolio, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Subadviser, consistent with investment considerations, is to obtain seek the most favorable price and best execution for the Fund, taking into account the a number of factors specified in the prospectus and/or statement of additional information for the Fundincluding, and determined in consultation with the Sub-Adviser, which include price (including the applicable brokerage commission or dollar spread), the size of the orderbut not limited to, the nature of the security or instrument being traded; the size and type of the transaction; the nature and character of the market for the security, ; the desired timing of the transactiontrade; the activity existing and expected in the market for the particular security or instrument; confidentiality, including trade anonymity; the reputation, the experience quality of execution; clearance and settlement services; financial stability of the broker-dealer involved, the quality of the service, the difficulty of executiondealer, and the execution capabilities and operational facilities of the firm involvedbroker-dealer’s executing capabilities, including block positioning, and the firm’s risk in positioning a block of securitiesability to obtain best price and execution. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Sub-Adviser Subadviser in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Sub-Sub-Adviser “1934 Act”), and the rules and interpretations of the Securities and Exchange Commission (the “SEC”) thereunder, the 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 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-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-Sub-AdviserSubadviser’s or the Sub-Adviserits affiliate’s overall responsibilities with respect to the Fund and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standardsstandards and the Fund’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Sub-Adviser Subadviser is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-Sub-Adviser (i) Subadviser 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 Fund, the Sub-Sub-Adviser, Subadviser or an affiliate of the Sub-Sub-AdviserSubadviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Subadviser shall determine consistent with the above standards, standards and the Sub-Sub-Adviser Subadviser will report on said allocation regularly to the Fund’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor. The Subadviser may, on occasions when it deems the purchase or sale of a security or instrument to be in the best interests of the Fund as well as its other clients, aggregate, to the extent permitted by applicable laws, rules and regulations, the securities or instruments to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities or instrument so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Subadviser in the manner it considers to be the most equitable and consistent with its obligations to the Fund and to such other clients.

Broker-Dealer Selection. The To the extent provided in the Prospectus or SAI of the Fund’s Registration Statement, and in accordance with applicable law and the applicable policies and procedures of the Sub-Adviser, as approved by the Board (the “Sub-Adviser is authorized to make decisions to buy and sell securities and other investments Procedures”), the Sub-Adviser shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions for the Allocated Portion, broker-dealer selectionwhen applicable, and negotiation of brokerage commission rates with or through such brokers, dealers or other financial institutions as selected in effecting a security transactionaccordance with Section 2(d) hereof. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use reasonable best efforts to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price (including the applicable brokerage commission or dollar spread), the size efficient execution on all portfolio transactions executed on behalf 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 securitiesAllocated Portion. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 19341934 and consistent with the applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, in accordance with applicable law and any relevant Sub-Adviser shall not Procedures, aggregate the securities to be deemed to have acted unlawfully so purchased or to have breached any duty created by this Agreement or otherwise solely by reason sold with other orders for other clients of its having caused 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 in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by 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 consistent with the Sub-Sub-Adviser’s or Adviser Procedures and in the Sub-Adviser’s overall responsibilities manner it considers to be equitable and consistent with respect its fiduciary obligations to the Fund and to their respective such other clients clients. On an ongoing basis, at such times as to which they exercise investment discretion. The Sub-the Adviser or the Board shall request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s portfolioSeries’ Allocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking pursuant to the Subadvisor’s best execution policies, which take into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Fund, and determined in consultation with the Sub-AdviserTrust, 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 the Fund 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 Subadvisor in the exercise of its fiduciary obligations to the FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-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 the Fund 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-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-Sub-AdviserSubadvisor’s or the Sub-Adviserits affiliate’s overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. 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-Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of the Fund Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, Subadvisor or an affiliate of the Sub-Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Sub-Adviser Subadvisor will report on said allocation regularly to the Fund’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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the Fund’s each Series' portfolio, to select a broker-dealer selectionto effect a transaction, and negotiation of to negotiate brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the then-current prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-AdviserSeries, 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 the Fund 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 reasonable business judgement and fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s 's Board of Trustees or Sub-Adviser Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Sub-"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 having caused the Fund 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-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-Sub-Adviser’s or the Sub-Adviser’s 's overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund a Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for To the Fund’s portfolio, broker-dealer selectionextent provided in the Registration Statement, and negotiation in accordance with applicable law and applicable policies and procedures of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price as approved by the Board (including the applicable brokerage commission or dollar spread“Sub-Adviser Procedures”), 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 brokerSub-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 the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justifiedAdviser shall, in the judgment name of the Sub-Fund, place orders for the execution of portfolio transactions for the Allocated Portion, when applicable, with or through such brokers, dealers or other financial institutions described in Section 2(d) hereof. The Sub-Adviser shall use commercially reasonable efforts to obtain best execution on all portfolio transactions executed in the exercise of its fiduciary obligations to the Fund, by other aspects respect of the portfolio execution services offeredAllocated Portion. Subject to such policies as the Fund’s Board of Trustees or The Sub-Adviser may determine and consistent with may, to the extent permissible by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and consistent with the applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may, in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients clients. On an ongoing basis, at such time as to which they exercise investment discretion. The Sub-the Adviser or the Board shall request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The To the extent provided in the Prospectus or SAI of the Fund’s Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Sub-Adviser, as approved by the Board (the “Sub-Adviser is authorized to make decisions to buy and sell securities and other investments Procedures”), the Sub-Adviser shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions for the Allocated Portion, broker-dealer selectionwhen applicable, and negotiation of brokerage commission rates with or through such brokers, dealers or other financial institutions described in effecting a security transactionSection 2(d) hereof. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use commercially reasonable efforts to seek to obtain the best execution for the Fund, taking into account the factors specified of all portfolio transactions executed in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price (including the applicable brokerage commission or dollar spread), the size respect 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 securitiesAllocated Portion. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, and consistent with the applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may, in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients clients. On an ongoing basis, at such time as to which they exercise investment discretion. The Sub-the Adviser or the Board shall request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s portfolioSeries’ Allocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus then current Prospectus and/or statement Statement of additional information Additional Information for the Fund, and determined in consultation with the Sub-AdviserTrust, 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 the Fund Series’ Allocated Assets 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 Subadvisor in the exercise of its fiduciary obligations to the FundSeries, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-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 the Fund 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-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-Sub-AdviserSubadvisor’s or the Sub-Adviserits affiliate’s overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. 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-Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of the Fund Series to (i) the Sub-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 FundSeries, the Sub-Sub-Adviser, Subadvisor or an affiliate of the Sub-Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Sub-Adviser Subadvisor will report on said allocation regularly to the Fund’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The To the extent provided in the Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Sub-Adviser, as communicated to the Adviser or, to the extent required by applicable law, approved by the Board (the “Sub-Adviser is authorized to make decisions to buy and sell securities and other investments Procedures”), the Sub-Adviser shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions for the Allocated Portion, broker-dealer selectionwhen applicable, and negotiation of brokerage commission rates with or through such brokers, dealers or other financial institutions described in effecting a security transactionSection 2(d) hereof. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use its reasonable best efforts to obtain the best execution for the Fund, taking into account the factors specified and efficient execution on all portfolio transactions executed in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price (including the applicable brokerage commission or dollar spread), the size respect 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 securitiesAllocated Portion. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, and consistent with applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may, in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients clients. On an ongoing basis, at such times as to which they exercise investment discretion. The Sub-the Adviser or the Board shall request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for To the Fund’s portfolio, broker-dealer selectionextent provided in the Registration Statement, and negotiation in accordance with applicable law and applicable policies and procedures of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price as approved by the Board (including the applicable brokerage commission or dollar spread“Sub-Adviser Procedures”), 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 brokerSub-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 the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justifiedAdviser shall, in the judgment name of the Sub-Fund, place orders for the execution of portfolio transactions for the Allocated Portion, when applicable, with or through such brokers, dealers or other financial institutions described in Section 2(d) hereof. The Sub-Adviser shall use its reasonable best efforts to obtain best execution on all portfolio transactions executed in the exercise of its fiduciary obligations to the Fund, by other aspects respect of the portfolio execution services offeredAllocated Portion. Subject to such policies as the Fund’s Board of Trustees or The Sub-Adviser may determine and consistent with may, to the extent permissible by Section 28(e) of the Securities Exchange Act of 1934, and consistent with the applicable Sub-Adviser Procedures, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may, in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients clients. On an ongoing basis, at such time as to which they exercise investment discretion. The Sub-the Adviser or the Board shall reasonably request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for To the Fund’s portfolio, broker-dealer selectionextent provided in the Registration Statement, and negotiation in accordance with applicable law and applicable policies and procedures of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price as approved by the Board (including the applicable brokerage commission or dollar spread“Sub-Adviser Procedures”), 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 brokerSub-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 the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justifiedAdviser shall, in the judgment name of the Sub-Fund, place orders for the execution of portfolio transactions for the Allocated Portion, when applicable, with or through such brokers, dealers or other financial institutions described in Section 2(d) hereof. The Sub-Adviser in shall use commercially reasonable efforts to obtain the exercise most favorable price and efficient execution available on all portfolio transactions executed on behalf of its fiduciary obligations the Allocated Portion, except to the Fund, by other aspects of the portfolio execution extent it may be permitted to pay higher brokerage commissions for brokerage and research services offeredas described below. Subject to such policies as the Fund’s Board of Trustees or The Sub-Adviser may determine and consistent with may, to the extent permissible by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and consistent with the Sub-Adviser Procedures and such written instructions as the Adviser may from time to time provide to the Sub-Adviser, consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser shall not may 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 party and may cause the Fund Allocated Portion to pay a brokerbroker or dealer that provides brokerage or research services to the Adviser, the Sub-dealer Adviser and the Allocated Portion an amount of commission for effecting a portfolio investment an Allocated Portion transaction in excess of the amount of commission another broker-broker or dealer would have charged for effecting that transaction, transaction if the Sub-Sub-Adviser determines determines, in good faith faith, that such amount of commission was is reasonable in relation relationship to the value of the such brokerage and or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities to the Allocated Portion and its other advisory clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may (but shall be under no obligation to), in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients over time. On an ongoing basis, at such time as to which they exercise investment discretion. The Sub-the Adviser or the Board shall request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The To the extent provided in the Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Sub-Adviser, as approved by the Board (the “Sub-Adviser is authorized to make decisions to buy and sell securities and other investments Procedures”), the Sub-Adviser shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions for the Allocated Portion, broker-dealer selectionwhen applicable, and negotiation of brokerage commission rates with or through such brokers, dealers or other financial institutions described in effecting a security transactionSection 2(e) hereof. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use its reasonable best efforts to obtain the best execution for and efficient execution on all portfolio transactions executed in respect of the Fund, taking into account Allocated Portion in a manner consistent with the factors specified in the prospectus and/or statement of additional information for the Fund, Procedures and determined in consultation with the Sub-Adviser, 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 securitiesAdviser Procedures. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, and consistent with applicable law, and consistent with the Procedures and Sub-Adviser Procedures, consider, among other things, the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may, in accordance with respect applicable law, the Procedures and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Procedures and the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients clients. On an ongoing basis, at such times as to which they exercise investment discretion. The Sub-the Adviser or the Board shall request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser Subadviser is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s portfolio, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionwith respect to the options strategy. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Subadviser, consistent with investment considerations, is to obtain seek the most favorable price and best execution for the Fund, taking into account the a number of factors specified in the prospectus and/or statement of additional information for the Fundincluding, and determined in consultation with the Sub-Adviser, which include price (including the applicable brokerage commission or dollar spread), the size of the orderbut not limited to, the nature of the security or instrument being traded; the size and type of the transaction; the nature and character of the market for the security, ; the desired timing of the transactiontrade; the activity existing and expected in the market for the particular security or instrument; confidentiality, including trade anonymity; the reputation, the experience quality of execution; clearance and settlement services; financial stability of the broker-dealer involved, the quality of the service, the difficulty of executiondealer, and the execution capabilities and operational facilities of the firm involvedbroker-dealer’s executing capabilities, including block positioning, and the firm’s risk in positioning a block of securitiesability to obtain best price and execution. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Sub-Adviser Subadviser in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Sub-Sub-Adviser “1934 Act”), and the rules and interpretations of the Securities and Exchange Commission (the “SEC”) thereunder, the 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 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-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-Sub-AdviserSubadviser’s or the Sub-Adviserits affiliate’s overall responsibilities with respect to the Fund and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standardsstandards and the Fund’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Sub-Adviser Subadviser is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-Sub-Adviser (i) Subadviser 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 Fund, the Sub-Sub-Adviser, Subadviser or an affiliate of the Sub-Sub-AdviserSubadviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Subadviser shall determine consistent with the above standards, standards and the Sub-Sub-Adviser Subadviser will report on said allocation regularly to the Fund’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor. The Subadviser may, on occasions when it deems the purchase or sale of a security or instrument to be in the best interests of the Fund as well as its other clients, aggregate, to the extent permitted by applicable laws, rules and regulations, the securities or instruments to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities or instrument so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Subadviser in the manner it considers to be the most equitable and consistent with its obligations to the Fund and to such other clients.

Broker-Dealer Selection. The SubTo the extent provided in the Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Co-SubAdviser, as approved by the Board (the “Co-Adviser is authorized to make decisions to buy and sell securities and other investments Procedures”), the Co-Adviser shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions for the Allocated Portion, broker-dealer selectionwhen applicable, and negotiation of brokerage commission rates with or through such brokers, dealers or other financial institutions described in effecting a security transactionSection 2(d) hereof. The SubCo-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use its reasonable best efforts to seek to obtain the best execution for the Fund, taking into account the factors specified on all portfolio transactions executed in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price (including the applicable brokerage commission or dollar spread), the size respect of the orderAllocated Portion in accordance with its best execution policy. The Co-Adviser may, 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 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-Sub-Adviser in the exercise of its fiduciary obligations to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Sub-Sub“Exchange Act”), and consistent with the applicable Co-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 Procedures, consider the Fund to pay a broker-dealer for effecting a portfolio financial responsibility, research and investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transactioninformation, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research other services provided by such broker-dealer, viewed in terms of either that particular dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the SubCo-SubAdviser may be a party. On occasions when the Co-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Co-Adviser’s , the Co-Adviser may, but shall be under no obligation to, in accordance with applicable law and any relevant Co-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the SubCo-Adviser’s overall responsibilities Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Co-Adviser consistent with respect the Co-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients clients. On an annual basis, at such time as to which they exercise investment discretion. The Sub-Subthe Adviser or the Board shall request, the Co-Adviser will consult with provide a written report to the SubAdviser and the Board, in a form reasonably agreed between the Co-Adviser and the Adviser, summarizing (i) the brokerage details with respect to transactions executed by the Co- Adviser for the Allocated Portion and (ii) the “soft dollar” arrangements that the Co-Adviser maintains with brokers or dealers that execute transactions for the Allocated Portion, and of the general types of research and other services provided to the end that portfolio transactions on behalf Co-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Fund are directed to broker-dealers on transactions for the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Allocated Portion to the Sub-Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-broker or dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Fund, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the 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-Sub-Adviser Subadvisor is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s portfolioSeries’ Allocated Assets, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-AdviserSubadvisor’s primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus Prospectus and/or statement Statement of additional information Additional Information for the Fund, and determined in consultation with the Sub-Adviser, 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 securitiesTrust. Accordingly, the price to the Fund Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-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 the Fund 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-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-Sub-AdviserSubadvisor’s or the Sub-Adviserits affiliate’s overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. 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-Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of the Fund Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, Subadvisor or an affiliate of the Sub-Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Sub-Adviser Subadvisor will report on said allocation regularly to the Fund’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-Sub-Adviser is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s portfolioPortfolio, 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-SubAdviser may employ or deal with such broker-Adviser’s primary consideration dealers or futures commission merchants as may, in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser's best judgment, which include provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Sub-Adviser shall consider all relevant factors, 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 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-Sub-Adviser in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Sub-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 the Fund 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-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-Sub-Adviser’s or the Sub-Adviser’s 's overall responsibilities with respect to the Fund Portfolio and to their respective the Sub-Adviser's other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-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 Fund, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.exercises investment

Broker-Dealer Selection. The Sub-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the Fund’s each Series' portfolio, to select a broker-dealer selectionto effect a transaction, and negotiation of to negotiate brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the FundSeries, and determined in consultation with the Sub-AdviserManager, 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 the Fund 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 reasonable business judgement and fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s 's Board of Trustees or Sub-Adviser Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Sub-"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 having caused the Fund 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-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-Sub-Adviser’s 's or the Sub-Adviser’s Manager's overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end Manager so that portfolio transactions on behalf of the Fund a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-AdviserManager. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund a Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the Fund’s 's portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Sub-Sub- Adviser’s 's primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Sub- Adviser, 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-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 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-Sub-Adviser in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s 's Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused 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-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-Sub-Adviser’s 's or the Sub-Adviser’s 's overall responsibilities with respect to the Fund and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-broker- dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Fund, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Sub- Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the Fund’s each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the FundRegistration Statement, and determined in consultation with the Sub-AdviserManager, 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 the Fund 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 FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the FundTrust’s Board of Trustees or Sub-Adviser Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund 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-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-Sub-Adviser’s or the Sub-AdviserManager’s overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser Manager to the end that portfolio transactions on behalf of the Fund a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-AdviserManager. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund a Series to the Sub-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 FundSeries, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the FundTrust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.

Broker-Dealer Selection. The Sub-Sub-Sub- Adviser is authorized to make decisions to buy and sell securities and other investments options for the Fund’s 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-Sub-Adviser’s 's primary consideration in effecting a security an option transaction will be to obtain the best execution for the FundTrust, taking into account the factors specified in the prospectus and/or statement of additional information for the FundTrust, and determined in consultation with the Sub-Adviser, 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 the Fund 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-Sub-Sub- Adviser in the exercise of its fiduciary obligations to the FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-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 the Fund 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-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-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities with respect to the Fund and to their respective other clients as to which they exercise investment discretionTrust. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end ensure that portfolio transactions on behalf of the Fund Trust are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-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 Fund, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Sub- Adviser will report on said allocation regularly to the Fund’s Trust's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefortherefore. 4.

Broker-Dealer Selection. The Sub-Sub-Adviser is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s portfolioDivisions, 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-SubAdviser may employ or deal with such broker-Adviser’s primary consideration dealers or futures commission merchants as may, in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser's best judgment, which include provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Sub-Adviser shall consider all relevant factors, 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 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-Sub-Adviser in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser Managers may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Sub-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 the Fund Divisions 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-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-Sub-Adviser’s or the Sub-Adviser’s 's overall responsibilities with respect to the Fund Divisions and to their respective the Sub-Adviser's other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf exercises investment discretion. In accordance with Section 11(a) of the Fund are directed 1934 Act and Rule 11a2-2(T) thereunder, and subject to broker-dealers on any other applicable laws and regulations including Section 17(e) of the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards1940 Act and Rule 17e-1 thereunder, the Sub-SubAdviser may engage its affiliates, Manager and its affiliates or any other sub-Adviser is further authorized adviser to allocate the orders placed by it on behalf of the Fund to the Sub-Sub-Adviser if it is registered 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 Fund, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’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 thereforDivisions.

Broker-Dealer Selection. The Sub-To the extent provided in the Registration Statement, and in accordance with applicable law and the Procedures, the Sub-Adviser is authorized to make decisions to buy and sell securities and other investments shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions for the Allocated Portion, broker-dealer selectionwhen applicable, and negotiation of brokerage commission rates with or through such brokers, dealers or other financial institutions described in effecting a security transactionSection 2(d) hereof. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use reasonable best efforts to obtain effect transactions on the basis of best execution for on all portfolio transactions executed on behalf of the Fund. Within the framework of this policy and subject to the review by the Board with respect to the extent or continuation of this practice, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-AdviserAdviser may, 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 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-Sub-Adviser in the exercise of its fiduciary obligations to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, and not inconsistent with the Sub-Sub-Procedures or such written instructions as the Adviser shall not be deemed may from time to have acted unlawfully or time provide to have breached any duty created by this Agreement or otherwise solely by reason of its having caused 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-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-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , consider the reliability and financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser deems the purchase or sale of a security to be appropriate for the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, in accordance with respect applicable law and any relevant Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients clients. At such other times as to which they exercise investment discretion. The Sub-the Adviser or the Board shall request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser to and the end Adviser, summarizing the “soft dollar” arrangements that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To Adviser maintains with brokers or dealers that execute transactions for the extent consistent with these standardsAllocated Portion, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-To the extent provided in the Prospectus or SAI of the Fund’s Registration Statement, and in accordance with applicable Procedures, the Sub-Adviser is authorized to make decisions to buy and sell securities and other investments shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions when applicable with or through such brokers, broker-dealer selection, and negotiation of brokerage commission rates dealers or other financial institutions as selected in effecting a security transactionaccordance with Section 2(d) hereof. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use commercially reasonable efforts to seek to obtain the best execution for execution, under the circumstances, of all portfolio transactions executed on behalf of the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, 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 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-The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, and not inconsistent with the Sub-Sub-Procedures, and such written instructions as the Adviser shall not be deemed may from time to have acted unlawfully or time provide to have breached any duty created by this Agreement or otherwise solely by reason of its having caused 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-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-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , consider the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, in accordance with respect applicable law and any relevant Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients as to which they exercise investment discretionclients. The Sub-On an ongoing basis, but not less often than annually, the Sub-Adviser will consult with provide a written report, in a form reasonably agreed between the Sub-Adviser to and the end Adviser, summarizing the “soft dollar” arrangements that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To Adviser maintains with brokers or dealers that execute transactions for the extent consistent with these standardsAllocated Portion, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The To the extent provided in the Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Sub-Adviser, as approved by the Board (the “Sub-Adviser is authorized to make decisions to buy and sell securities and other investments Procedures”), the Sub-Adviser shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions for the Allocated Portion, broker-dealer selectionwhen applicable, and negotiation of brokerage commission rates with or through such brokers, dealers or other financial institutions described in effecting a security transactionSection 2(e) hereof. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use its reasonable best efforts to obtain the best execution for the Fund, taking into account the factors specified and efficient execution on all portfolio transactions executed in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price (including the applicable brokerage commission or dollar spread), the size respect 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 securitiesAllocated Portion. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, and consistent with applicable Sub-Adviser Procedures, consider, among other things, the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser, the Sub-Adviser determines may, in good faith that such amount accordance with applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients 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 in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser’s or Adviser consistent with the Procedures, the Sub-Adviser’s overall responsibilities policies and procedures and in the manner it considers to be fair and reasonable with respect its fiduciary obligations to the Fund and to their respective such other clients clients. On an ongoing basis, at such times as to which they exercise investment discretion. The Sub-the Adviser or the Board shall request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser Portfolio Manager is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s each Series' portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-Adviser’s Portfolio Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the FundSeries, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-AdviserTrust, 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 the Fund Series in any transaction may be less favorable than that available from another broker-broker- dealer if the difference is reasonably justified, in the judgment of the Sub-Sub-Adviser Portfolio Manager in the exercise of its fiduciary obligations to the FundTrust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-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 the Fund 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-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-Sub-Adviser’s Portfolio Manager's or the Sub-Adviser’s its affiliate's overall responsibilities with respect to the Fund Series and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser Portfolio Manager is further authorized to allocate the orders placed by it on behalf of the Fund Series to the Sub-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 FundSeries, the Sub-Sub-AdviserPortfolio Manager, or an affiliate of the Sub-Sub-AdviserPortfolio Manager. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Portfolio Manager shall determine consistent with the above standards, and the Sub-Sub-Adviser Portfolio Manager will report on said allocation regularly to the Fund’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-Sub-Adviser With respect to the portion of the Fund’s assets managed by the Subadviser pursuant to this Agreement, the Subadviser is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s portfolio, for broker-dealer selection, selection and for negotiation of brokerage commission rates in effecting a security transactionrates. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Subadviser, consistent with investment considerations, is to obtain seek the most favorable price and best execution for the Fund, taking into account the a number of factors specified in the prospectus and/or statement of additional information for the Fundincluding, and determined in consultation with the Sub-Adviser, which include price (including the applicable brokerage commission or dollar spread), the size of the orderbut not limited to, the nature of the security or instrument being traded; the size and type of the transaction; the nature and character of the market for the security, ; the desired timing of the transactiontrade; the activity existing and expected in the market for the particular security or instrument; confidentiality, including trade anonymity; the reputation, the experience quality of execution; clearance and settlement services; financial stability of the broker-dealer involved, the quality of the service, the difficulty of executiondealer, and the execution capabilities and operational facilities of the firm involvedbroker-dealer’s executing capabilities, including block positioning, and the firm’s risk in positioning a block of securitiesability to obtain best price and execution. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Sub-Adviser Subadviser in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Sub-Sub-Adviser “1934 Act”), and the rules and interpretations of the Securities and Exchange Commission (the “SEC”) thereunder, the 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 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-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-Sub-AdviserSubadviser’s or the Sub-Adviserits affiliate’s overall responsibilities with respect to the Fund and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standardsstandards and the Fund’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Sub-Adviser Subadviser is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-Sub-Adviser (i) Subadviser 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 Fund, the Sub-Sub-Adviser, Subadviser or an affiliate of the Sub-Sub-AdviserSubadviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser Subadviser shall determine consistent with the above standards, standards and the Sub-Sub-Adviser Subadviser will report on said allocation regularly to the Fund’s Board of Trustees Board, indicating the broker-dealers to which such allocations have been made and the basis therefor. The Subadviser may, on occasions when it deems the purchase or sale of a security or instrument to be in the best interests of the Fund as well as its other clients, aggregate, to the extent permitted by applicable laws, rules and regulations, the securities or instruments to be sold or purchased in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities or instrument so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Subadviser in the manner it considers to be the most equitable and consistent with its obligations to the Fund and to such other clients.

Broker-Dealer Selection. The SubTo the extent provided in the Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Co-SubAdviser, as approved by the Board (the “Co-Adviser is authorized to make decisions to buy and sell securities and other investments Procedures”), the Co-Adviser shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions for the Allocated Portion, broker-dealer selectionwhen applicable, and negotiation of brokerage commission rates with or through such brokers, dealers or other financial institutions described in effecting a security transactionSection 2(d) hereof. The SubCo-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use its reasonable best efforts to seek to obtain the best execution for the Fund, taking into account the factors specified on all portfolio transactions executed in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price (including the applicable brokerage commission or dollar spread), the size respect of the orderAllocated Portion in accordance with its best execution policy. The Co-Adviser may, 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 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-Sub-Adviser in the exercise of its fiduciary obligations to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Sub-Sub“Exchange Act”), and consistent with the applicable Co-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 Procedures, consider the Fund to pay a broker-dealer for effecting a portfolio financial responsibility, research and investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transactioninformation, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research other services provided by such broker-dealer, viewed in terms of either that particular dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the SubCo-SubAdviser may be a party. On occasions when the Co-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Co-Adviser’s , the Co-Adviser may, but shall be under no obligation to, in accordance with applicable law and any relevant Co-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the SubCo-Adviser’s overall responsibilities Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Co-Adviser consistent with respect the Co-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients clients. On an annual basis, at such time as to which they exercise investment discretion. The Sub-Subthe Adviser or the Board shall request, the Co-Adviser will consult with provide a written report to the SubAdviser and the Board, in a form reasonably agreed between the Co-Adviser and the Adviser, summarizing (i) the brokerage details with respect to transactions executed by the Co-Adviser for the Allocated Portion and (ii) the “soft dollar” arrangements that the Co-Adviser maintains with brokers or dealers that execute transactions for the Allocated Portion, and of the general types of research and other services provided to the end that portfolio transactions on behalf Co-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Fund are directed to broker-dealers on transactions for the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards, the Sub-Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund Allocated Portion to the Sub-Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-broker or dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Fund, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the 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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for To the extent provided in the Prospectus or SAI of the Fund’s portfolio, broker-dealer selectionRegistration Statement, and negotiation in accordance with applicable law and applicable policies and procedures of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price as approved by the Board (including the applicable brokerage commission or dollar spread“Sub-Adviser Procedures”), 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 brokerSub-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 the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justifiedAdviser shall, in the judgment name of the Sub-Fund, place orders for the execution of portfolio transactions for the Allocated Portion, when applicable, with or through such brokers, dealers or other financial institutions described in Section 2(d) hereof. The Sub-Adviser shall use commercially reasonable efforts to seek to obtain best execution on all portfolio transactions executed in the exercise of its fiduciary obligations to the Fund, by other aspects respect of the portfolio execution services offeredAllocated Portion. Subject to such policies as the Fund’s Board of Trustees or The Sub-Adviser may determine and consistent with may, to the extent permissible by Section 28(e) of the Securities Exchange Act of 1934, and consistent with the applicable Sub-Adviser Procedures, consider, among other things, the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party and may cause the Allocated Portion to pay a broker or dealer that provides brokerage or research services to the Adviser, the Sub-Adviser and the Allocated Portion an amount of commission for effecting an Allocated Portion transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities to the Allocated Portion or its other advisory clients. To the extent authorized by Section 28(e) of the Securities Exchange Act of 1934 and consistent with the Procedures and any written instructions as the Adviser may from time to time provide to the Sub-Adviser, 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 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 such action. On occasions when the Sub-Sub-Adviser determines deems the purchase or sale of a security to be in good faith that such amount of commission was reasonable in relation to the value best interest of the brokerage and research services provided by such broker-dealer, viewed in terms Fund as well as other clients of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may (but shall be under no obligation to), in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Sub-Adviser Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients as over time. Pursuant to which they exercise investment discretion. The Sub-Sub-Adviser will consult with Commodity Futures Trading Commission (“CFTC”) Regulation 43.6(i), the Sub-Adviser is hereby authorized to the end that portfolio execute swap transactions on behalf of the Fund are directed as “block trades.” Additionally, when the Sub-Adviser deems the execution of a swap transaction to brokerbe in the best interest of the Fund as well as other clients of the Sub-dealers on Adviser, the basis Sub-Adviser may, in accordance with applicable law and any relevant Sub-Advisor Procedures, aggregate swap transactions to be executed for the Fund with swap transactions to be executed for other clients of criteria the Sub-Advisor and execute such aggregated transactions as a “block trade” in accordance with CFTC Regulation 43.6(h)(6). On an ongoing basis, but not less often than annually, the Sub-Adviser will provide a written report to the Adviser and the Board, in a form reasonably considered appropriate agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to transactions executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The Sub-Sub-Adviser is authorized to make responsible for decisions to buy and sell securities and other investments for the Fund’s portfolioPortfolio, 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-SubAdviser may employ or deal with such broker-Adviser’s primary consideration dealers or futures commission merchants as may, in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser's best judgment, which include provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Sub-Adviser shall consider all relevant factors, 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 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-Sub-Adviser in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Sub-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 the Fund 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-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-Sub-Adviser’s or the Sub-Adviser’s 's overall responsibilities with respect to the Fund Portfolio and to their respective the Sub-Adviser's other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser to the end that portfolio transactions on behalf exercises investment discretion. In accordance with Section 11(a) of the Fund are directed 1934 Act and Rule 11a2-2(T) thereunder, and subject to broker-dealers on any other applicable laws and regulations including Section 17(e) of the basis of criteria reasonably considered appropriate by the Sub-Adviser. To the extent consistent with these standards1940 Act and Rule 17e-1 thereunder, the Sub-SubAdviser may engage its affiliates, Integrity and its affiliates or any other sub-Adviser is further authorized adviser to allocate the orders placed by it on behalf of the Fund to the Sub-Sub-Adviser if it is registered 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 Fund, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’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-Sub-Adviser is hereby authorized to make decisions to buy place orders for the purchase and sell sale of securities and other investments for the Fund’s 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-Sub-Adviser’s primary consideration in effecting a security any such transaction will be to obtain the best execution for the Fund, taking into account the such factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include as 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 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-Sub-Adviser in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason may effect a transaction on behalf of its having caused the Fund 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-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-Sub-Adviser’s or the Sub-Adviserits affiliate’s overall responsibilities with respect to the Fund and to their respective other clients as to which they exercise investment discretion. The Sub-Sub-Adviser will consult with the Sub-Adviser with respect to participation in arrangements for the end that direction of portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Sub-AdviserFund. To the extent consistent with these standards, the Sub-The Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the Fund to the Sub-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 Fund, the Sub-Sub-Adviser, or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the 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-Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for To the Fund’s portfolio, broker-dealer selectionextent provided in the Registration Statement, and negotiation in accordance with applicable law and applicable policies and procedures of brokerage commission rates in effecting a security transaction. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Fund, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Sub-Adviser, which include price as approved by the Board (including the applicable brokerage commission or dollar spread“Sub-Adviser Procedures”), 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 brokerSub-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 the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justifiedAdviser shall, in the judgment name of the Fund, place orders for the execution of portfolio transactions for the Allocated Portion, when applicable, with or through such brokers, dealers or other financial institutions described in Section 2(e) hereof. Subject to the foregoing, the Sub-Adviser shall use its reasonable best efforts to obtain best execution on all portfolio transactions executed in respect of the Allocated Portion. The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and consistent with applicable Sub-Adviser Procedures, consider, among other things, the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser, the Sub-Adviser determines may, in good faith that such amount accordance with applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients 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 in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser’s or Adviser consistent with the Sub-Adviser’s overall responsibilities Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund (with respect to the Fund Allocated Portion only) and to their respective such other clients clients. On an ongoing basis, at such times as to which they exercise investment discretion. The Sub-the Adviser or the Board shall request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized maintains, with respect to allocate the orders placed by it on behalf Allocated Portion, with brokers or dealers that execute transactions for the Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.

Broker-Dealer Selection. The To the extent provided in the Registration Statement, and in accordance with applicable law and applicable policies and procedures of the Sub-Adviser, as approved by the Board (the “Sub-Adviser is authorized to make decisions to buy and sell securities and other investments Procedures”), the Sub-Adviser shall, in the name of the Fund, place orders for the Fund’s portfolioexecution of portfolio transactions for the Allocated Portion, broker-dealer selectionwhen applicable, and negotiation of brokerage commission rates with or through such brokers, dealers or other financial institutions described in effecting a security transactionSection 2(e) hereof. The Sub-Sub-Adviser’s primary consideration in effecting a security transaction will be Adviser shall use its reasonable best efforts to obtain the best execution for on all portfolio transactions executed in respect of the Fund, taking into account Allocated Portion in a manner consistent with the factors specified in the prospectus and/or statement of additional information for the Fund, Procedures and determined in consultation with the Sub-Adviser, 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 securitiesAdviser Procedures. Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-The Sub-Adviser in the exercise of its fiduciary obligations may, to the Fund, extent permissible by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Sub-Adviser may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, and consistent with applicable Sub-Adviser Procedures, consider, among other things, the financial responsibility, research and investment information, and other services provided by broker-dealers who may effect or be a party to any such transaction or to other transactions to which other clients of the Sub-Adviser may be a party. On occasions when the Sub-Adviser shall not deems the purchase or sale of a security to be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason in the best interest of its having caused the Fund to pay a broker-dealer for effecting a portfolio investment transaction in excess as well as other clients of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Sub-Adviser’s or the Sub-Adviser’s overall responsibilities , the Sub-Adviser may, in accordance with respect applicable law and any relevant Sub-Adviser Procedures, aggregate the securities to be so purchased or sold with other orders for other clients of the Sub-Adviser in order to obtain best execution. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Sub-Adviser consistent with the Procedures and in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and to their respective such other clients clients. On an ongoing basis, at such times as to which they exercise investment discretion. The Sub-the Adviser or the Board shall request, the Sub-Adviser will consult with provide a written report to the Adviser and the Board, in a form reasonably agreed between the Sub-Adviser and the Adviser, summarizing (i) the brokerage details with respect to the end that portfolio transactions on behalf of the Fund are directed to broker-dealers on the basis of criteria reasonably considered appropriate executed by the Sub-Adviser. To Adviser for the extent consistent with these standards, Allocated Portion; and (ii) the “soft dollar” arrangements that the Sub-Sub-Adviser is further authorized to allocate maintains with brokers or dealers that execute transactions for the orders placed by it on behalf Allocated Portion, and of the Fund all research and other services provided to the Sub-Sub-Adviser if it is registered by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a broker-dealer with result, in whole or in part, of the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services direction of Fund transactions for the Allocated Portion to the Fund, the Sub-Sub-Adviser, broker or an affiliate of the Sub-Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine consistent with the above standards, and the Sub-Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefordealer.