Common use of Allocation of Brokerage Clause in Contracts

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide "best-execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.

Allocation of Brokerage. The Subadvisor Subadviser shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSubadviser, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) A. In placing orders for the sale and purchase of Designated Series equity securities for the FundSeries, the SubadvisorSubadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundSeries, so long as the Subadvisor Subadviser reasonably believes that the broker or dealer selected by it can be expected to provide obtain a "best-best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," services (as defined in Section 28(e)(3) of the 1934 Act, Securities Exchange Act of 1934) provided by such broker or dealer to the SubadvisorSubadviser, viewed in terms of either that particular transaction or of the SubadvisorSubadviser's overall responsibilities with respect to its clients, including the FundSeries, as to which the Subadvisor Subadviser exercises investment discretion, notwithstanding that the Fund Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Series a lower commission on the particular transaction. B. The Subadviser shall not execute any securities transactions for the Series with a broker or dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadviser or the Adviser without the prior written approval of the Fund. The Fund will provide the Subadviser with a list of brokers and dealers that are "affiliated persons" of the Fund or Adviser.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers, including any brokers and dealers affiliated with the Subadvisor, to execute transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "“best-execution"”, as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act")▇▇▇▇ ▇▇▇. (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) In placing orders for the sale and purchase of Designated Series securities for the FundAssets of the Series, the Subadvisor's ’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundSeries, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide "“best-execution" ” on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "“brokerage and research services," ” as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's ’s overall responsibilities with respect to its clients, including the FundSeries, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Series a lower commission on the particular transaction.

Allocation of Brokerage. The Subadvisor Subadviser shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSubadviser, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the SubadvisorSubadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor Subadviser reasonably believes that the broker or dealer selected by it can be expected to provide obtain a "best-best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," services (as defined in Section 28(e)(3) of the 1934 Act, Securities Exchange Act of 1934) provided by such broker or dealer to the SubadvisorSubadviser, viewed in terms of either that particular transaction or of the SubadvisorSubadviser's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. The Subadviser shall not execute any Series transactions for the Series with a broker or dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadviser or the Adviser without the prior written approval of the Fund. The Fund will provide the Subadviser with a list of brokers and dealers that are "affiliated persons" of the Fund or Adviser.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act")▇▇▇▇ ▇▇▇. (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) In placing orders for the sale and purchase of Designated Series securities for the FundAssets of the Series, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundSeries, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide "best-execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the FundSeries, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Series a lower commission on the particular transaction. (d) The Subadvisor shall not execute any securities transactions for the Assets of the Series with a broker/dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadvisor or the Advisor without the prior written approval of the Fund. The Fund will provide the Subadvisor with a list of broker/dealers that are "affiliated persons" of the Fund or Advisor.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The ▇▇▇ Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) In placing orders for the sale and purchase of Designated Series securities for the FundAssets of the Series, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundSeries, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide "best-execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the FundSeries, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Series a lower commission on the particular transaction. (d) The Subadvisor shall not execute any securities transactions for the Assets of the Series with a broker/dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadvisor or the Advisor without the prior written approval of the Fund. The Fund will provide the Subadvisor with a list of broker/dealers that are "affiliated persons" of the Fund or Advisor.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSubadvisor, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide obtain "best-best execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," services (as defined in Section 28(e)(3) of the 1934 Act, Securities Exchange Act of 1934) provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Advisor shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Advisor and the Subadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or that will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to paragraph A above, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made. C. Subject to its duty to seek best execution and compliance with the requirements of Section 11(a) of the Securities Exchange Act of 1934, as amended, the Sub-Advisor may utilize its affiliate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Co., LLC ("SCB LLC"), to execute trades for the Series from time to time at rates not exceeding the usual and customary broker's commission. Under Federal law, the Subadvisor must obtain the Advisor's consent to permit SCB LLC to effect agency cross transactions for the Series, which consent is hereby granted. The Subadvisor represents, warrants and covenants that all agency cross transactions for the Series will be effected by Subadvisor and SCB LLC strictly in accordance with Rule 206(3)-2 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). An agency cross transaction is where SCB LLC purchases or sells securities from or to a non-managed account on behalf of a client's managed account. By "non-managed" it is meant that the account is not managed by Sub-Advisor, or any of its respective affiliated investment advisers. Pursuant to this consent, the Subadvisor will only permit SCB LLC to effect an agency cross transaction for the Series with a non-managed account. In an agency cross transaction where SCB LLC acts as broker for the Series, SCB LLC receives commissions from both sides of the trade and there is a potentially conflicting division of loyalties and responsibilities. However, as both sides to the trade want to execute the transaction at the best price without moving the market price in either direction, the Subadvisor believes that an agency cross transaction will aid both sides to the trade in obtaining the best price for the trade. THE TRUSTEES OR THE ADVISOR MAY REVOKE THIS CONSENT BY WRITTEN NOTICE TO THE SUBADVISOR AT ANY TIME.

Allocation of Brokerage. The Subadvisor Subadviser shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSubadviser, and to select the markets on or in which the transactions will be executed, subject to the following limitations:. (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) In placing orders for the sale and purchase of Designated Series securities for the FundSeries, the SubadvisorSubadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor Subadviser reasonably believes that the broker or dealer selected by it can be expected to provide obtain "best-best execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," services (as defined in Section 28(e)(3) of the 1934 Act, Securities Exchange Act of 1934) provided by such broker or dealer to the SubadvisorSubadviser, viewed in terms of either that particular transaction or of the SubadvisorSubadviser's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. (b) Subject to the requirements of paragraph A above, the Adviser shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Adviser and the Subadviser, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or that will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Fund. In addition, subject to paragraph A above, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made. (c) The Subadviser may effect brokerage transactions for the Series with a broker that is an "affiliated person" (as defined in the Act) of the Fund, provided that such transactions are executed in accordance with procedures adopted to Rule 17 e- I of the Investment Company Act.

Allocation of Brokerage. The Subadvisor Sub-Adviser shall have authority and discretion to select brokers and dealers to execute portfolio transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSub-Adviser, and to select for the selection of the markets on or in which the transactions will be executed, subject to the following limitations:and subject to conformance with the policies disclosed in the Fund's Prospectus and Statement of Additional Information. (a) The Subadvisor In doing so, the Sub-Adviser will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Sub-Adviser may be a party. It is understood that neither the Fund, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to place orders for the purchase and sale of securities for the Portfolio with such certain brokers, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall at all times seek "best-be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price and efficient execution". In such event, allocation of the securities so purchased or sold, as defined well as expenses incurred in Section 28(e)(1) the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund in respect of the Securities Exchange Act of 1934, as amended, (the "1934 Act")Portfolio and to such other clients. (b) The Subadvisor shall at all times place orders Sub-Adviser agrees that it will not execute without the prior written approval of the Adviser any portfolio transactions for the sale and purchase Portfolio Account with a broker or dealer which is (i) an affiliated person of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) In placing orders for the sale and purchase of Designated Series securities for the Fund, including the Subadvisor's primary responsibility shall be to seek Adviser, the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide "best-execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," Consultant (as defined in Section 28(e)(3the Investment Advisory Agreement between the Fund and the Adviser) or any Sub-Adviser for any Portfolio of the 1934 Act, provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or Fund; (ii) a principal underwriter of the SubadvisorFund's overall responsibilities shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Adviser agrees that it will provide the Sub-Adviser with respect to its clients, including the Fund, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary a list of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transactionbrokers and dealers.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSubadvisor, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide obtain "best-best execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," services (as defined in Section 28(e)(3) of the 1934 Act, Securities Exchange Act of 1934) provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Advisor shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Advisor and the Subadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or that will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to paragraph A above, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made. C. On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interests of the Fund as well as other customers, the Subadvisor may, to the extent permitted by applicable law and regulations, but shall not be obligated to, aggregate the securities to be sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. In such event, allocation of the securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadvisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and, if applicable, to such other customers. D. Affiliates of the Subadvisor may be dealers in equity and debt securities, and from time to time may be underwriters or dealers of securities that may be bought for, held in, or sold from the Series. With respect to each such instance, the Subadvisor represents that all transactions which are effected for the Series will be made solely in furtherance of their respective investment goals, and the fact that the Subadvisor's affiliate is acting as an underwriter or dealer will not be a factor in the investment decision. The Subadvisor agrees that it will not purchase securities underwritten by itself or affiliates of the Fund, except as permitted by the Act and the Fund's procedures.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act")▇▇▇▇ ▇▇▇. (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide "best-execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. (d) Subject to the requirements of Subsections (a)-(d) of this Section, the Advisor shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Advisor and the Subadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or that will be of value to the Fund in the management of its assets, which services may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to Subsections (a)-(d) of this Section, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSubadvisor, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide obtain "best-best execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," services (as defined in Section 28(e)(3) of the 1934 Act, Securities Exchange Act of 1934) provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Advisor shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Advisor and the Subadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or that will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to paragraph A above, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made. C. Subject to its duty to seek best execution and compliance with the requirements of Section 11(a) of the Securities Exchange Act of 1934, as amended, the Subadvisor may utilize its affiliate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Co., LLC ("SCB LLC"), to execute trades for the Series from time to time at rates not exceeding the usual and customary broker's commission. Under Federal law, the Subadvisor must obtain the Advisor's consent to permit SCB LLC to effect agency cross transactions for the Series, which consent is hereby granted. The Subadvisor represents, warrants and covenants that all agency cross transactions for the Series will be effected by Subadvisor and SCB LLC strictly in accordance with Rule 206(3)-2 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). An agency cross transaction is where SCB LLC purchases or sells securities from or to a non-managed account on behalf of a client's managed account. By "non-managed" it is meant that the account is not managed by Subadvisor, or any of its respective affiliated investment advisers. Pursuant to this consent, the Subadvisor will only permit SCB LLC to effect an agency cross transaction for the Series with a non-managed account. In an agency cross transaction where SCB LLC acts as broker for the Series, SCB LLC receives commissions from both sides of the trade and there is a potentially conflicting division of loyalties and responsibilities. However, as both sides to the trade want to execute the transaction at the best price without moving the market price in either direction, the Subadvisor believes that an agency cross transaction will aid both sides to the trade in obtaining the best price for the trade. THE TRUSTEES OR THE ADVISOR MAY REVOKE THIS CONSENT BY WRITTEN NOTICE TO THE SUBADVISOR AT ANY TIME.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-best- execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide "best-execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSubadvisor, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide obtain "best-best execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," services (as defined in Section 28(e)(3) of the 1934 Act, Securities Exchange Act of 1934) provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Advisor shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Advisor and the Subadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or that will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to paragraph A above, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made. C. Subject to its duty to seek best execution and compliance with the requirements of Section 11(a) of the Securities Exchange Act of 1934, as amended, the Sub-Advisor may utilize its affiliate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Co., LLC ("SCB LLC"), to execute trades for the Series from time to time at rates not exceeding the usual and customary broker's commission. Under Federal law, the Subadvisor must obtain the Advisor's consent to permit SCB LLC to effect agency cross transactions for the Series, which consent is hereby granted. The Subadvisor represents, warrants and covenants that all agency cross transactions for the Series will be effected by Subadvisor and SCB LLC strictly in accordance with Rule 206(3)-2 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). An agency cross transaction is where SCB LLC purchases or sells securities from or to a non-managed account on behalf of a client's managed account. By "non-managed" it is meant that the account is not managed by Sub-Advisor, or any of its respective affiliated investment advisers. Pursuant to this consent, the Subadvisor will only permit SCB LLC to effect an agency cross transaction for the Series with a non-managed account. In an agency cross transaction where SCB LLC acts as broker for the Series, SCB LLC receives commissions from both sides of the trade and there is a potentially conflicting division of loyalties and responsibilities. However, as both sides to the trade want to execute the transaction at the best price without moving the market price in either direction, the Subadvisor believes that an agency cross transaction will aid both sides to the trade in obtaining the best price for the trade. THE TRUSTEES OR THE ADVISOR MAY REVOKE THIS CONSENT BY ▇▇▇▇▇▇ NOTICE TO THE SUBADVISOR AT ANY TIME.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor ▇▇▇ ▇▇badvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) In placing orders for the sale and purchase of Designated Series securities for the FundAssets of the Series, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundSeries, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide "best-execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the FundSeries, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Series a lower commission on the particular transaction. (d) The Subadvisor shall not execute any securities transactions for the Assets of the Series with a broker/dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadvisor or the Advisor without the prior written approval of the Fund. The Fund will provide the Subadvisor with a list of broker/dealers that are "affiliated persons" of the Fund or Advisor.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSubadvisor, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide obtain "best-best execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," services (as defined in Section 28(e)(3) of the 1934 Act, Securities Exchange Act of 1934) provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Advisor shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Advisor and the Subadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or that will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to paragraph A above, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made. C. Subject to its duty to seek best execution and compliance with the requirements of Section 11(a) of the Securities Exchange Act of 1934, as amended, the Subadvisor may utilize its affiliate to execute trades for the Series from time to time at rates not exceeding the usual and customary broker's commission. Under Federal law, the Subadvisor must obtain the Advisor's consent to permit SCB LLC to effect agency cross transactions for the Series, which consent is hereby granted. The Subadvisor represents, warrants and covenants that all agency cross transactions for the Series will be effected by Subadvisor and SCB LLC strictly in accordance with Rule 206(3)-2 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). An agency cross transaction is where SCB LLC purchases or sells securities from or to a non-managed account on behalf of a client's managed account. By "non-managed" it is meant that the account is not managed by Subadvisor, or any of its respective affiliated investment advisers. Pursuant to this consent, the Subadvisor will only permit SCB LLC to effect an agency cross transaction for the Series with a non-managed account. In an agency cross transaction where SCB LLC acts as broker for the Series, SCB LLC receives commissions from both sides of the trade and there is a potentially conflicting division of loyalties and responsibilities. However, as both sides to the trade want to execute the transaction at the best price without moving the market price in either direction, the Subadvisor believes that an agency cross transaction will aid both sides to the trade in obtaining the best price for the trade. THE TRUSTEES OR THE ADVISOR MAY REVOKE THIS CONSENT BY WITTEN NOTICE TO THE SUBADVISO▇ ▇▇ ▇NY TIME.

Allocation of Brokerage. The Subadvisor Subadviser shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSubadviser, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) A. In placing orders for the sale and purchase of Designated Series equity securities for the FundSeries, the SubadvisorSubadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, Series so long as the Subadvisor Subadviser reasonably believes that the broker or dealer selected by it can be expected to provide obtain a "best-best execution" market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," services (as defined in Section 28(e)(3) of the 1934 Act, Securities Exchange Act of 1934) provided by such broker or dealer to the SubadvisorSubadviser, viewed in terms of either that particular transaction or of the SubadvisorSubadviser's overall responsibilities with respect to its clients, including the FundSeries, as to which the Subadvisor Subadviser exercises investment discretion, notwithstanding that the Fund Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Series a lower commission on the particular transaction. B. The Subadviser shall not execute any securities transactions for the Series with a broker or dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadviser or the Adviser without the prior written approval of the Fund. The Fund will provide the Subadviser with a list of brokers and dealers that are "affiliated persons" of the Fund or Adviser.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSubadvisor, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide obtain "best-best execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," services (as defined in Section 28(e)(3) of the 1934 Act, Securities Exchange Act of 1934) provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Advisor shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Advisor and the Subadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or that will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to paragraph A above, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made. C. In addition to selecting brokers or dealers to execute transactions for the Series, the Subadvisor may, subject to its duty to seek best execution, also act as a broker for the Series from time to time at rates not exceeding the usual and customary broker's commission. Under Federal law, the Subadvisor must obtain the Advisor's consent to effect agency cross transactions for the Series, which consent is hereby granted. The Subadvisor represents, warrants and covenants that all agency cross transactions for the Series will be effected by the Subadvisor strictly in accordance with Rule 206(3)-2 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). An agency cross transaction is where the Subadvisor purchases or sells securities from or to a non-managed account on behalf of a client's managed account. By "non-managed" it is meant that the account is not managed by Sub-Advisor, or any of its respective affiliated investment advisers. Pursuant to this consent, the Subadvisor will only effect an agency cross transaction for the Series with a non-managed account. In an agency cross transaction where the Subadvisor acts as broker for the Series, the Subadvisor receives commissions from both sides of the trade and there is a potentially conflicting division of loyalties and responsibilities. However, as both sides to the trade want to execute the transaction at the best price without moving the market price in either direction, the Subadvisor believes that an agency cross transaction will aid both sides to the trade in obtaining the best price for the trade. THE TRUSTEES OR THE ADVISOR MAY REVOKE THIS CONSENT BY WRITTEN NOTICE TO THE SUBADVISOR AT ANY TIME.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers, including any brokers and dealers affiliated with the Subadvisor, to execute transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor ▇▇▇ ▇▇badvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) In placing orders for the sale and purchase of Designated Series securities for the FundAssets of the Series, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundSeries, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide "best-execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the FundSeries, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Series a lower commission on the particular transaction.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSubadvisor, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide obtain "best-best execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," services (as defined in Section 28(e)(3) of the 1934 Act, Securities Exchange Act of 1934) provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Advisor shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Advisor and the Subadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or that will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to paragraph A above, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made. C. Subject to its duty to seek best execution and compliance with the requirements of Section 11(a) of the Securities Exchange Act of 1934, as amended, the Subadvisor may utilize its affiliate to execute trades for the Series from time to time at rates not exceeding the usual and customary broker's commission. Under Federal law, the Subadvisor must obtain the Advisor's consent to permit SCB LLC to effect agency cross transactions for the Series, which consent is hereby granted. The Subadvisor represents, warrants and covenants that all agency cross transactions for the Series will be effected by Subadvisor and SCB LLC strictly in accordance with Rule 206(3)-2 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). An agency cross transaction is where SCB LLC purchases or sells securities from or to a non-managed account on behalf of a client's managed account. By "non-managed" it is meant that the account is not managed by Subadvisor, or any of its respective affiliated investment advisers. Pursuant to this consent, the Subadvisor will only permit SCB LLC to effect an agency cross transaction for the Series with a non-managed account. In an agency cross transaction where SCB LLC acts as broker for the Series, SCB LLC receives commissions from both sides of the trade and there is a potentially conflicting division of loyalties and responsibilities. However, as both sides to the trade want to execute the transaction at the best price without moving the market price in either direction, the Subadvisor believes that an agency cross transaction will aid both sides to the trade in obtaining the best price for the trade. THE TRUSTEES OR THE ADVISOR MAY REVOKE THIS CONSENT BY WITTEN NOTICE TO THE SUBADVISOR ▇▇ ▇▇Y TIME.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSubadvisor, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide obtain "best-best execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," services (as defined in Section 28(e)(3) of the 1934 Act, Securities Exchange Act of 1934) provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Advisor shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Advisor and the Subadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or that will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to paragraph A above, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made. C. On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interests of the Fund as well as other customers, the Subadvisor may, to the extent permitted by applicable law and regulations, but shall not be obligated to, aggregate the securities to be sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. In such event, allocation of the securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadvisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and, if applicable, to such other customers. ▇. ▇▇▇▇▇▇▇▇▇▇ of the Subadvisor may be dealers in equity and debt securities, and from time to time may be underwriters or dealers of securities that may be bought for, held in, or sold from the Series. With respect to each such instance, the Subadvisor represents that all transactions which are effected for the Series will be made solely in furtherance of their respective investment goals, and the fact that the Subadvisor's affiliate is acting as an underwriter or dealer will not be a factor in the investment decision. The Subadvisor agrees that it will not purchase securities underwritten by itself or affiliates of the Fund, except as permitted by the Act and the Fund's procedures.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSubadvisor, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide obtain "best-best execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," services (as defined in Section 28(e)(3) of the 1934 Act, Securities Exchange Act of 1934) provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Advisor shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Advisor and the Subadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or that will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to paragraph A above, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made. C. Subject to its duty to seek best execution and compliance with the requirements of Section 11(a) of the Securities Exchange Act of 1934, as amended, the Subadvisor may utilize its affiliate Sanford C. Bernstein & ▇▇., ▇▇▇ ("▇▇▇ ▇▇▇"), to execute trades for the Series from time to time at rates not exceeding the usual and customary broker's commission. Under Federal law, the Subadvisor must obtain the Advisor's consent to permit SCB LLC to effect agency cross transactions for the Series, which consent is hereby granted. The Subadvisor represents, warrants and covenants that all agency cross transactions for the Series will be effected by Subadvisor and SCB LLC strictly in accordance with Rule 206(3)-2 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). An agency cross transaction is where SCB LLC purchases or sells securities from or to a non-managed account on behalf of a client's managed account. By "non-managed" it is meant that the account is not managed by Subadvisor, or any of its respective affiliated investment advisers. Pursuant to this consent, the Subadvisor will only permit SCB LLC to effect an agency cross transaction for the Series with a non-managed account. In an agency cross transaction where SCB LLC acts as broker for the Series, SCB LLC receives commissions from both sides of the trade and there is a potentially conflicting division of loyalties and responsibilities. However, as both sides to the trade want to execute the transaction at the best price without moving the market price in either direction, the Subadvisor believes that an agency cross transaction will aid both sides to the trade in obtaining the best price for the trade. THE TRUSTEES OR THE ADVISOR MAY REVOKE THIS CONSENT BY WITTEN NOTICE TO THE SUBADVISO▇ ▇▇ ▇NY TIME.

Allocation of Brokerage. The Subadvisor Subadviser shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSubadviser, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the SubadvisorSubadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor Subadviser reasonably believes that the broker or dealer selected by it can be expected to provide obtain "best-best execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," services (as defined in Section 28(e)(3) of the 1934 Act, Securities Exchange Act of 1934) provided by such broker or dealer to the SubadvisorSubadviser, viewed in terms of either that particular transaction or of the SubadvisorSubadviser's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Adviser shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Adviser and the Subadviser, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or that will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to paragraph A above, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made. C. On occasions when the Subadviser deems the purchase or sale of a security, commodity or other asset to be in the best interest of the Series as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable law and regulations may, but shall be under no obligation to, aggregate the securities, commodities or other assets to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and best execution. In such event, allocation of the securities, commodities or other assets so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Series and to such other clients.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor ▇▇▇ ▇▇▇advisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) In placing orders for the sale and purchase of Designated Series securities for the FundAssets of the Series, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the FundSeries, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide "best-execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the FundSeries, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund Series may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund Series a lower commission on the particular transaction. (d) The Subadvisor shall not execute any securities transactions for the Assets of the Series with a broker/dealer that is an "affiliated person" (as defined in the Act) of the Fund, the Subadvisor or the Advisor without the prior written approval of the Fund. The Fund will provide the Subadvisor with a list of broker/dealers that are "affiliated persons" of the Fund or Advisor.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSubadvisor, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide obtain "best-best execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," services (as defined in Section 28(e)(3) of the 1934 Act, Securities Exchange Act of 1934) provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Advisor shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Advisor and the Subadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or that will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to paragraph A above, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made. C. Subject to its duty to seek best execution and compliance with the requirements of Section 11(a) of the Securities Exchange Act of 1934, as amended, the Sub-Advisor may utilize its affiliate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Co., LLC ("SCB LLC"), to execute trades in U.S. markets for the Series from time to time at rates not exceeding the usual and customary broker's commission. Under Federal law, the Subadvisor must obtain the Advisor's consent to permit SCB LLC to effect agency cross transactions for the Series, which consent is hereby granted. The Subadvisor represents, warrants and covenants that all agency cross transactions for the Series will be effected by Subadvisor and SCB LLC strictly in accordance with Rule 206(3)-2 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). An agency cross transaction is where SCB LLC purchases or sells securities from or to a non-managed account on behalf of a client's managed account. By "non-managed" it is meant that the account is not managed by Sub-Advisor, or any of its respective affiliated investment advisers. Pursuant to this consent, the Subadvisor will only permit SCB LLC to effect an agency cross transaction for the Series with a non-managed account. In an agency cross transaction where SCB LLC acts as broker for the Series, SCB LLC receives commissions from both sides of the trade and there is a potentially conflicting division of loyalties and responsibilities. However, as both sides to the trade want to execute the transaction at the best price without moving the market price in either direction, the Subadvisor believes that an agency cross transaction will aid both sides to the trade in obtaining the best price for the trade. THE TRUSTEES OR THE ADVISOR MAY REVOKE THIS CONSENT BY ▇▇▇▇▇▇ NOTICE TO THE SUBADVISOR AT ANY TIME.

Allocation of Brokerage. The Subadvisor Subadviser shall have authority and discretion to select brokers and dealers to execute Fund transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSubadviser, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) A. In placing orders for the sale and purchase of Designated Series Fund securities for the Fund, the SubadvisorSubadviser's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor Subadviser reasonably believes that the broker or dealer selected by it can be expected to provide obtain "best-best execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," services (as defined in Section 28(e)(3) of the 1934 Act, Securities Exchange Act of 1934) provided by such broker or dealer to the SubadvisorSubadviser, viewed in terms of either that particular transaction or of the SubadvisorSubadviser's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Advisor shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Advisor and the Subadviser, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or that will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Fund. In addition, subject to paragraph A above, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSubadvisor, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide obtain "best-best execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," services (as defined in Section 28(e)(3) of the 1934 Act, Securities Exchange Act of 1934) provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Advisor shall have the right to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Advisor and the Subadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or that will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to paragraph A above, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made. C. On occasions when the Subadvisor deems the purchase or sale of a security, commodity or other asset to be in the best interest of the Series as well as other clients of the Subadvisor, the Subadvisor, to the extent permitted by applicable law and regulations may, but shall be under no obligation to, aggregate the securities, commodities or other assets to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and best execution. In such event, allocation of the securities, commodities or other assets so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadvisor in the manner the Subadvisor considers to be the most equitable and consistent with its fiduciary obligations to the Series and to such other clients.

Allocation of Brokerage. The Subadvisor shall have authority and discretion ----------------------- to select brokers and dealers to execute transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the Assets, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor ▇▇▇▇▇▇▇sor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide "best-execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," as defined in Section 28(e)(3) of the 1934 Act, provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. (d) Subject to the requirements of Subsections (a)-(d) of this Section, the Advisor shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Advisor and the Subadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or that will be of value to the Fund in the management of its assets, which services may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to Subsections (a)-(d) of this Section, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made.

Allocation of Brokerage. The Subadvisor shall have authority and discretion to select brokers and dealers to execute Series transactions initiated by the Subadvisor on behalf of the Designated Series with regard to the AssetsSubadvisor, and to select the markets on or in which the transactions will be executed, subject to the following limitations: (a) The Subadvisor shall at all times seek "best-execution", as defined in Section 28(e)(1) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"). (b) The Subadvisor shall at all times place orders for the sale and purchase of securities in accordance with the brokerage policy of the Designated Series as set forth in the Prospectus and as the Advisor or the Trustees may direct from time to time. (c) A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadvisor's primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadvisor to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadvisor reasonably believes that the broker or dealer selected by it can be expected to provide obtain "best-best execution" on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the "brokerage and research services," services (as defined in Section 28(e)(3) of the 1934 Act, Securities Exchange Act of 1934) provided by such broker or dealer to the Subadvisor, viewed in terms of either that particular transaction or of the Subadvisor's overall responsibilities with respect to its clients, including the Fund, as to which the Subadvisor exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction. B. Subject to the requirements of paragraph A above, the Advisor shall have the right to require that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Advisor and the Subadvisor, shall be executed by brokers and dealers that provide brokerage or research services to the Fund or that will be of value to the Fund in the management of its assets, which services and relationship may, but need not, be of direct or exclusive benefit to the Series. In addition, subject to paragraph A above, the applicable Conduct Rules of the National Association of Securities Dealers, Inc. and other applicable law, the Fund shall have the right to request that transactions be executed by brokers and dealers by or through whom sales of shares of the Fund are made. C. Subject to its duty to seek best execution and compliance with the requirements of Section 11(a) of the Securities Exchange Act of 1934, as amended, the Subadvisor may utilize its affiliate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Co., LLC ("SCB LLC"), to execute trades for the Series from time to time at rates not exceeding the usual and customary broker's commission. Under Federal law, the Subadvisor must obtain the Advisor's consent to permit SCB LLC to effect agency cross transactions for the Series, which consent is hereby granted. The Subadvisor represents, warrants and covenants that all agency cross transactions for the Series will be effected by Subadvisor and SCB LLC strictly in accordance with Rule 206(3)-2 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). An agency cross transaction is where SCB LLC purchases or sells securities from or to a non-managed account on behalf of a client's managed account. By "non-managed" it is meant that the account is not managed by Subadvisor, or any of its respective affiliated investment advisers. Pursuant to this consent, the Subadvisor will only permit SCB LLC to effect an agency cross transaction for the Series with a non-managed account. In an agency cross transaction where SCB LLC acts as broker for the Series, SCB LLC receives commissions from both sides of the trade and there is a potentially conflicting division of loyalties and responsibilities. However, as both sides to the trade want to execute the transaction at the best price without moving the market price in either direction, the Subadvisor believes that an agency cross transaction will aid both sides to the trade in obtaining the best price for the trade. THE TRUSTEES OR THE ADVISOR MAY REVOKE THIS CONSENT BY ▇▇▇▇▇▇ NOTICE TO THE SUBADVISOR AT ANY TIME.