Common use of Avoidance of Inconsistent Position Clause in Contracts

Avoidance of Inconsistent Position. (a) In connection with purchases and sales of portfolio securities for the account of the Fund, the Subadviser will not act as a principal or agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's account with brokers or dealers selected by the Subadviser. In the selection of such brokers or dealers and the placing of such orders, the Subadviser is directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described herein. It is understood that it is desirable for the Fund that the Subadviser have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934, subject to review by the Trust's Trustees 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 Subadviser in connection with its services (and the services of the Subadviser's affiliates) to other clients. (b) On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such clients.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales ---------------------------------- of portfolio securities for the account of the FundFunds, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the each Fund's account with brokers or dealers (including ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including ▇▇▇▇▇▇▇, Sachs & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund Funds the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund Funds that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund Funds with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the TrustRegistrant's Trustees 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 Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Shares of the Funds, you will act solely as investment counsel for such clients and not in any way on behalf of any Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the a Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you or any of your affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers. In addition, you are authorized to take into account the sale of shares of the Registrant in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with you), provided that you believe that the quality of the transaction and the commission is comparable to what they would be with other qualified firms.

Avoidance of Inconsistent Position. (a) In connection with purchases and sales of portfolio securities for the account of the Fund, the Subadviser will not act as a principal or agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "“1940 Act"”). The Subadviser shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's ’s account with brokers or dealers selected by the Subadviser. In the selection of such brokers or dealers and the placing of such orders, the Subadviser is directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described herein. It is understood that it is desirable for the Fund that the Subadviser have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934, subject to review by the Trust's ’s Trustees 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 Subadviser in connection with its services (and the services of the Subadviser's ’s affiliates) to other clients. (b) On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such clients.

Avoidance of Inconsistent Position. (a) In connection with purchases and sales of portfolio securities for the account of the Fund, the Subadviser will not act as a principal The Investment Manager or its agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's account Company Investments with brokers or dealers (including ▇▇▇▇▇▇▇ Sachs & Co. LLC or an affiliate thereof), foreign currency dealers, futures commission merchants or other parties selected by the SubadviserInvestment Manager. In the selection of such brokers or dealers (including ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC or an affiliate thereof) and the placing of such orders, the Subadviser Investment Manager is directed at all times to seek to obtain the best net results for the Fund Company, taking into account such factors as price (including the most favorable execution applicable brokerage commission or dealer spread), size of order, difficulty of execution, and net price available except as otherwise described hereinoperational facilities of the brokerage firm and the brokerage firm’s risk and skill in positioning blocks of securities. Subject to applicable legal requirements, the Investment Manager may select a broker based partly upon brokerage or research services provided to the Company, the Investment Manager and any of its other accounts. It is also understood that it is desirable for the Fund Company that the Subadviser Investment Manager have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the Fund Company than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser Investment Manager is authorized to place orders for the purchase and sale of securities for the Fund Company with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the Trust's Trustees Board of Managers 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 Subadviser Investment Manager in connection with its services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which the Investment Manager gives any advice to its clients concerning the Units, it will act solely as investment counsel for such clients and not in any way on behalf of the Company. The Investment Manager may, on occasions when the Subadviser it deems the purchase or sale of a security to be in the best interest interests of the Fund Company as well as its other clientscustomers (including any investment company or advisory account for which the Investment Manager or any of its affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such clientsfavorable execution.

Avoidance of Inconsistent Position. (a) In connection with purchases and or ---------------------------------- sales of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's account with brokers or dealers (including ▇▇▇▇▇▇▇, Sachs & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the TrustRegistrant's Trustees 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 Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Shares of the Fund, you will act solely as investment counsel for such clients and not in any way on behalf of the Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you act as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers.

Avoidance of Inconsistent Position. (a) In connection with purchases and sales of portfolio securities for the account of the Fund, the Subadviser will not act as a principal The Investment Manager or its agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's account Company Investments with brokers or dealers (including ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC or an affiliate thereof), foreign currency dealers, futures commission merchants or other parties selected by the SubadviserInvestment Manager. In the selection of such brokers or dealers (including ▇▇▇▇▇▇▇ Sachs & Co. LLC or an affiliate thereof) and the placing of such orders, the Subadviser Investment Manager is directed at all times to seek to obtain the best net results for the Fund Company, taking into account such factors as price (including the most favorable execution applicable brokerage commission or dealer spread), size of order, difficulty of execution, and net price available except as otherwise described hereinoperational facilities of the brokerage firm and the brokerage firm’s risk and skill in positioning blocks of securities. Subject to applicable legal requirements, the Investment Manager may select a broker based partly upon brokerage or research services provided to the Company, the Investment Manager and any of its other accounts. It is also understood that it is desirable for the Fund Company that the Subadviser Investment Manager have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the Fund Company than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser Investment Manager is authorized to place orders for the purchase and sale of securities for the Fund Company with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the Trust's Trustees Board of Managers 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 Subadviser Investment Manager in connection with its services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which the Investment Manager gives any advice to its clients concerning the Units, it will act solely as investment counsel for such clients and not in any way on behalf of the Company. The Investment Manager may, on occasions when the Subadviser it deems the purchase or sale of a security to be in the best interest interests of the Fund Company as well as its other clientscustomers (including any investment company or advisory account for which the Investment Manager or any of its affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such clientsfavorable execution.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales ---------------------------------- of portfolio securities for the account of the FundFunds, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the each Fund's account with brokers or dealers (including ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including ▇▇▇▇▇▇▇, Sachs & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund Funds the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund Funds that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund Funds with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the TrustRegistrant's Trustees 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 Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Shares of the Funds, you will act solely as investment counsel for such clients and not in any way on behalf of any Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the a Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you or any of your affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers. In addition, you are authorized to take into account the sale of Shares of the Registrant in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with you), provided that you believe that the quality of the transaction and the commission is comparable to what they would be with other qualified firms.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales ---------------------------------- of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's account with brokers or dealers (including ▇▇▇▇▇▇▇, Sachs & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the Trust's Board of Trustees 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 Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Shares of the Fund, you will act solely as investment counsel for such clients and not in any way on behalf of the Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you act as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers.

Avoidance of Inconsistent Position. (a) In connection with purchases and sales of portfolio securities for the account of the Fund, the Subadviser will not act as a principal The Investment Manager or its agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's account Fund Investments with brokers or dealers (including ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC or an affiliate thereof), foreign currency dealers, futures commission merchants or other parties selected by the SubadviserInvestment Manager. In the selection of such brokers or dealers (including ▇▇▇▇▇▇▇ Sachs & Co. LLC or an affiliate thereof) and the placing of such orders, the Subadviser Investment Manager is directed at all times to seek to obtain the best net results for the Fund Fund, taking into account such factors as price (including the most favorable execution applicable brokerage commission or dealer spread), size of order, difficulty of execution, and net price available except as otherwise described hereinoperational facilities of the brokerage firm and the brokerage firm’s risk and skill in positioning blocks of securities. Subject to applicable legal requirements, the Investment Manager may select a broker based partly upon brokerage or research services provided to the Fund, the Investment Manager and any of its other accounts. It is also understood that it is desirable for the Fund that the Subadviser Investment Manager have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser Investment Manager is authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the Trust's Board of Trustees 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 Subadviser Investment Manager in connection with its services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which the Investment Manager gives any advice to its clients concerning the Shares, it will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Investment Manager may, on occasions when the Subadviser it deems the purchase or sale of a security to be in the best interest interests of the Fund as well as its other clientscustomers (including any investment company or advisory account for which the Investment Manager or any of its affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such clientsfavorable execution.

Avoidance of Inconsistent Position. (a) In connection with purchases and sales of portfolio securities for the account of the Fund, the Subadviser will not act as a principal or agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser shall arrange for the placing of all orders for the purchase and sale of portfolio securities for of the Fund's account with brokers Subject Portfolio, Advisers and its directors, officers and employees will not act as principal or dealers selected by the Subadviser. In the selection of such brokers agent or dealers receive any commission, except that JHMLICO and the placing of such ordersSeries agree that when Advisers, in its sole discretion, is seeking to obtain the Subadviser is directed at all times to seek for the Fund the best available price and most favorable execution and net price available except (as otherwise described herein. It is understood that provided in Section 5 above) for transactions on behalf of the Subject Portfolio, it is desirable for the Fund that the Subadviser have access may place transactions with ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation ("DLJSC"), an affiliate of Advisers, or with any other broker-dealer deemed to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage be an affiliate of Advisers so long as such transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent are effected in conformity with the requirements of (i) Section 28(e11(a) of the Securities Exchange Act of 19341934 and Rule 11a2-2(T) thereunder (including any applicable exemptions and administrative interpretations set forth in Part II of Advisers' Form ADV Registration Statement on file with the SEC), subject to review and (ii) Sections 17(a) and 17(e) of the 1940 Act and the rules and procedures adopted by the Trust's Trustees from time to time Series with respect to the extent and continuation of this practicethereto. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services (Furthermore, JHMLICO and the services Series understand that Advisers is an affiliate of DLJSC and that by executing this Agreement they duly authorize Advisers to implement arrangements governing the use or selection of DLJSC or any other of Advisers' affiliated broker-dealers or correspondents thereof to effect transactions for the Subject Portfolio in conformity with this Section 10. Nothing in this Agreement, however, shall preclude the combination of orders for the sale or purchase of portfolio securities of the Subadviser's Subject Portfolio with those for other client accounts managed by Advisers or its affiliates) to other clients. (b) On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation of orders are allocated in a manner deemed equitable by Advisers among the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable accounts and consistent with its fiduciary obligations to the Fund and to such clientsat a price approximately averaged.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the FundFunds, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser You or your agent (or one or more sub-advisers or their agents) shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the each Fund's ’s account with brokers or dealers (including G▇▇▇▇▇▇, Sachs & Co.) selected by the Subadviseryou (or them). In the selection of such brokers or dealers (including G▇▇▇▇▇▇, S▇▇▇▇ & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund Funds the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund Funds that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund Funds with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the Trust's Registrant’s Trustees 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 Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Shares of the Funds, you will act solely as investment counsel for such clients and not in any way on behalf of any Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the a Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you or any of your affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the FundFund or any Portfolio thereof, the Subadviser will not neither EquiTrust nor any officer, director or shareholder of EquiTrust shall act as a principal or agent or receive any commission except as permitted by other than its compensation provided for in this Agreement. Such limitation, however, shall not prohibit the Investment Company Act payment of 1940, as amended (the "1940 Act"). The Subadviser shall arrange for the placing of all orders for the purchase usual and sale of portfolio securities for the Fund's account with brokers or dealers selected by the Subadviser. In the selection customary brokerage commissions to any of such brokers or dealers and parties in the placing of such orders, the Subadviser is directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinproper case. It is understood and agreed that it is desirable EquiTrust, by virtue of a separate agreement or agreements with the Fund, may also act as underwriter, distributor, transfer agent and/or shareholder service agent for the Fund that Fund, and/or perform accounting services for the Subadviser have access to supplemental investment Fund, and market research and security and economic analyses provided may be compensated therefor. The same securities held by brokers who may execute brokerage transactions at a higher cost to the Fund than may result also be held by separate investment accounts or other investment companies for which EquiTrust may act as an adviser or by EquiTrust or its affiliates. Because of different investment objectives or other factors, a particular security may be bought by EquiTrust or its affiliates or for one or more clients when allocating brokerage to other brokers on one or more clients are selling the basis of seeking the most favorable price and efficient executionsame security. Therefore, the Subadviser is authorized to place orders for the purchase and sale If purchases or sales of securities for the Fund with or other entities for which EquiTrust or its affiliates act as investment adviser or for their advisory clients arise for consideration at or about the same time, the Fund agrees that EquiTrust may make transactions in such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934securities, subject in such manner as is deemed equitable to review by the Trust's Trustees from time to time with respect to all. To the extent and continuation that transactions on behalf of this practicemore than one client of EquiTrust during the same period may increase demand for securities being purchased or the supply of securities being sold, the Fund recognizes that there may be an adverse effect on price. It is understood that the services provided by such brokers may be useful to the Subadviser in connection with its services (and the services of the Subadviser's affiliates) to other clients. (b) On agreed that, on occasions when the Subadviser EquiTrust deems the purchase or sale of a security to be in the best interest interests of the Fund as well as other clientsaccounts or companies, the Subadviserit may, to the extent permitted by applicable laws and regulations, may but shall not be obligated to, aggregate the securities to be sold or purchased for the Fund with those to be sold or purchased for other accounts or companies in order to obtain the best favorable execution and lower brokerage commissions, if any. In such that event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser EquiTrust in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such clientsother accounts or companies. The Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for a Portfolio of the Fund.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the a Fund, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's ’s account with brokers or dealers (including ▇▇▇▇▇▇▇, Sachs & Co. or an affiliate thereof) selected by the Subadviseryou. In the selection of such brokers or dealers (including ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. or an affiliate thereof) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the Trust's Registrant’s Trustees 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 Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Shares of a Fund, you will act solely as investment counsel for such clients and not in any way on behalf of any Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you or any of your affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers.

Avoidance of Inconsistent Position. (a) In connection with purchases and sales of portfolio securities for the account of the Fund, the Subadviser will not act as a principal or agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's account with brokers or dealers selected by the Subadviser. In the selection of such brokers or dealers and the placing of such orders, the Subadviser is directed at all times to seek for the Fund fund the most favorable execution and net price available except as otherwise described herein. It is understood that it is desirable for the Fund that the Subadviser have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934, subject to review by the Trust's Trustees 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 Subadviser in connection with its services (and the services of the Subadviser's affiliates) to other clients. (b) On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such clients.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, directors, officers or employees nor any subadviser engaged by you pursuant to paragraph 3 hereof will not act as a principal or agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act")commission. The Subadviser You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's account with brokers or dealers selected by the Subadviseryou. In the selection of such brokers or dealers and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you 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 cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price INVESTMENT ADVISORY AGREEMENT HARBOR SMALL TO MID CAP VALUE FUND MAY 1, 2007 and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934certain brokers, subject to review by the Trust's Trustees 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 Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On occasions when . If any occasion should arise in which you give any advice to clients of yours concerning the Subadviser deems the purchase or sale of a security to be in the best interest Shares of the Fund Fund, you will act solely as well as other clients, the Subadviser, to the extent permitted by applicable laws investment counsel for such clients and regulations, may aggregate the securities to be sold or purchased not in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation any way on behalf of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and other services to such clientsothers.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, directors, officers or employees nor any subadviser engaged by you pursuant to paragraph 3 hereof will not act as a principal or agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act")commission. The Subadviser You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's account with brokers or dealers selected by the Subadviseryou. In the selection of such brokers or dealers and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by 4 INVESTMENT ADVISORY AGREEMENT HARBOR SHORT DURATION FUND JUNE ___, 2001 certain brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934certain brokers, subject to review by the Trust's Trustees 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 Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On occasions when . If any occasion should arise in which you give any advice to clients of yours concerning the Subadviser deems the purchase or sale of a security to be in the best interest Shares of the Fund Fund, you will act solely as well as other clients, the Subadviser, to the extent permitted by applicable laws investment counsel for such clients and regulations, may aggregate the securities to be sold or purchased not in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation any way on behalf of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and other services to such clientsothers.

Avoidance of Inconsistent Position. (a) In connection with purchases and ---------------------------------- or sales of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's account with brokers or dealers (including ▇▇▇▇▇▇▇, Sachs & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the Trust's Board of Trustees 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 Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Shares of the Fund, you will act solely as investment counsel for such clients and not in any way on behalf of the Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you act as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales ---------------------------------- of portfolio securities for the account of the FundFunds, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the each Fund's account with brokers or dealers (including ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.) selected by the Subadviseryou. In the selection of such brokers or dealers (including ▇▇▇▇▇▇▇, Sachs & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund Funds the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund Funds that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund Funds with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the TrustRegistrant's Trustees Board of [Trustees/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 Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Shares of the Funds, you will act solely as investment counsel for such clients and not in any way on behalf of any Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the a Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you or any of your affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers. In addition, you are authorized to take into account the sale of shares of the Registrant in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with you), provided that you believe that the quality of the transaction and the commission is comparable to what they would be with other qualified firms.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, directors, officers or employees nor any subadviser engaged by you pursuant to paragraph 3 hereof will not act as a principal or agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act")commission. The Subadviser You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's account with brokers or dealers selected by the Subadviseryou. In the selection of such brokers or dealers and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by INVESTMENT ADVISORY AGREEMENT HARBOR SMALL COMPANY GROWTH FUND FEBRUARY 1, 2006 certain brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934certain brokers, subject to review by the Trust's Trustees 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 Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On occasions when . If any occasion should arise in which you give any advice to clients of yours concerning the Subadviser deems the purchase or sale of a security to be in the best interest Shares of the Fund Fund, you will act solely as well as other clients, the Subadviser, to the extent permitted by applicable laws investment counsel for such clients and regulations, may aggregate the securities to be sold or purchased not in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation any way on behalf of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and other services to such clientsothers.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, directors, officers or employees nor any subadviser engaged by you pursuant to paragraph 3 hereof will not act as a principal or agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act")commission. The Subadviser You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's account with brokers or dealers selected by the Subadviseryou. In the selection of such brokers or dealers and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you have access to INVESTMENT ADVISORY AGREEMENT HARBOR HIGH-YIELD BOND FUND DECEMBER 1,2002 supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934certain brokers, subject to review by the Trust's Trustees 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 Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On occasions when . If any occasion should arise in which you give any advice to clients of yours concerning the Subadviser deems the purchase or sale of a security to be in the best interest Shares of the Fund Fund, you will act solely as well as other clients, the Subadviser, to the extent permitted by applicable laws investment counsel for such clients and regulations, may aggregate the securities to be sold or purchased not in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation any way on behalf of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and other services to such clientsothers.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the Fund, the Subadviser neither you nor any of your partners, directors, officers or employees nor any subadviser engaged by you pursuant to paragraph 3 hereof will not act as a principal or agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act")commission. The Subadviser You or your agent shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's account with brokers or dealers selected by the Subadviseryou. In the selection of such brokers or dealers and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund that the Subadviser you 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 cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price INVESTMENT ADVISORY AGREEMENT HARBOR REAL RETURN (INFLATION PROTECTED) FUND DECEMBER 1, 2005 and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934certain brokers, subject to review by the Trust's Trustees 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 Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On occasions when . If any occasion should arise in which you give any advice to clients of yours concerning the Subadviser deems the purchase or sale of a security to be in the best interest Shares of the Fund Fund, you will act solely as well as other clients, the Subadviser, to the extent permitted by applicable laws investment counsel for such clients and regulations, may aggregate the securities to be sold or purchased not in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation any way on behalf of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and other services to such clientsothers.

Avoidance of Inconsistent Position. (a) In connection with purchases and or sales of portfolio securities for the account of the FundFunds, the Subadviser neither you nor any of your partners, officers or employees will not act as a principal or agent or receive any commission principal, except as otherwise permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser You or your agent (or one or more sub-advisers or their agents) shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the each Fund's account with brokers or dealers (including ▇▇▇▇▇▇▇, Sachs & Co.) selected by the Subadviseryou (or them). In the selection of such brokers or dealers (including ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.) and the placing of such orders, the Subadviser is you are directed at all times to seek for the Fund Funds the most favorable execution and net price available except as otherwise described hereinavailable. It is also understood that it is desirable for the Fund Funds that the Subadviser you have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the a Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is you are authorized to place orders for the purchase and sale of securities for the Fund Funds with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the TrustRegistrant's Trustees 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 Subadviser you in connection with its your services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which you give any advice to your clients concerning the Shares of the Funds, you will act solely as investment counsel for such clients and not in any way on behalf of any Fund. You may, on occasions when the Subadviser deems you deem the purchase or sale of a security to be in the best interest interests of the a Fund as well as your other clientscustomers (including any other Series or any other investment company or advisory account for which you or any of your affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if anythe most favorable execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser you in the manner it considers you consider to be the most equitable and consistent with its your fiduciary obligations to the Fund and to such clientsother customers.

Avoidance of Inconsistent Position. (a) In connection with purchases and sales of portfolio securities for the account of the Fund, the Subadviser will not act as a principal The Investment Manager or its agent or receive any commission except as permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). The Subadviser shall arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund's account Fund Investments with brokers or dealers (including Go▇▇▇▇▇ ▇a▇▇▇ & Co. LLC or an affiliate thereof), foreign currency dealers, futures commission merchants or other parties selected by the SubadviserInvestment Manager. In the selection of such brokers or dealers (including Go▇▇▇▇▇ ▇achs & Co. LLC or an affiliate thereof) and the placing of such orders, the Subadviser Investment Manager is directed at all times to seek to obtain the best net results for the Fund Fund, taking into account such factors as price (including the most favorable execution applicable brokerage commission or dealer spread), size of order, difficulty of execution, and net price available except as otherwise described hereinoperational facilities of the brokerage firm and the brokerage firm’s risk and skill in positioning blocks of securities. Subject to applicable legal requirements, the Investment Manager may select a broker based partly upon brokerage or research services provided to the Fund, the Investment Manager and any of its other accounts. It is also understood that it is desirable for the Fund that the Subadviser Investment Manager have access to supplemental investment and market research and security and economic analyses provided by brokers who may execute brokerage transactions at a higher cost to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser Investment Manager is authorized to place orders for the purchase and sale of securities for the Fund with such brokers consistent with the requirements of Section 28(e) of the Securities Exchange Act of 1934brokers, subject to review by the Trust's Board of Trustees 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 Subadviser Investment Manager in connection with its services (and the services of the Subadviser's affiliates) to other clients. (b) On . If any occasion should arise in which the Investment Manager gives any advice to its clients concerning the Shares, it will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Investment Manager may, on occasions when the Subadviser it deems the purchase or sale of a security to be in the best interest interests of the Fund as well as its other clientscustomers (including any investment company or advisory account for which the Investment Manager or any of its affiliates acts as an investment adviser), the Subadviseraggregate, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution net price and lower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such clientsfavorable execution.