Common use of Broker/Dealer Relationships Clause in Contracts

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

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

Broker/Dealer Relationships. The Investment Manager is responsible for decisions to buy and sell securities for the FundPortfolio, broker-dealer selection, and negotiation of the FundPortfolio's brokerage commission rates. The Investment Manager shall determine the securities to be purchased or sold by the Fund Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Prospectus and Statement of Additional Information as in effect from time to time (together, the "Registration Statement"), or as the Directors Trustees may determine from time to time. Generally, the Investment Manager's primary consideration in placing Fund Portfolio securities transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. The Investment Manager may consider sale of interests in the shares of the Fund Portfolio in allocating Fund Portfolio securities transactions, subject to the requirements of best net price available and most favorable execution. Consistent with this policy, the Investment Manager, in allocating Fund Portfolio securities transactions, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Portfolio on a continuing basis. Subject to such policies and procedures as the Directors Trustees may determine, the Investment Manager shall have discretion to effect investment transactions for the Fund Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Fund Portfolio to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Investment Manager's overall responsibilities with respect to the Fund Portfolio and other accounts as to which the Investment Manager exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Investment Manager on behalf of the Fund Portfolio to such broker-dealers shall be in such amounts and proportions as the Investment Manager shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Investment Manager will report on such allocations to the Directors Trustees regularly as requested by the DirectorsTrustees, indicating the broker-dealers to whom such allocations have been made and the basis therefor.

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

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

Broker/Dealer Relationships. The Investment Manager is responsible for decisions to buy and sell securities for ---------------------------- the FundPortfolio, broker-dealer selection, and negotiation of the FundPortfolio's brokerage commission rates. The Investment Manager shall determine the securities to be purchased or sold by the Fund Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Prospectus and Statement of Additional Information as in effect from time to time (together, the "Registration Statement"), or as the Directors Trustees may determine from time to time. Generally, the Investment Manager's primary consideration in placing Fund Portfolio securities transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. The Investment Manager may consider the sale of the shares of the Fund Portfolio in allocating Fund Portfolio securities transactions, subject to the requirements of best net price available and most favorable execution. Consistent with this policy, the Investment Manager, in allocating Fund Portfolio securities transactions, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Portfolio on a continuing basis. Subject to such policies and procedures as the Directors Trustees may determine, the Investment Manager shall have discretion to effect investment transactions for the Fund Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-AdviserInvestment Manager) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Fund Portfolio to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Investment Manager's overall responsibilities with respect to the Fund Portfolio and other accounts as to which the Investment Manager exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Investment Manager on behalf of the Fund Portfolio to such broker-dealers shall be in such amounts and proportions as the Investment Manager shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Investment Manager will report on such allocations to the Directors Trustees regularly as requested by the DirectorsTrustees, indicating the broker-dealers to whom such allocations have been made and the basis therefor.

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

Broker/Dealer Relationships. The Investment Manager is responsible for decisions to buy and sell ---------------------------- securities for the FundPortfolio, broker-dealer selection, and negotiation of the FundPortfolio's brokerage commission rates. The Investment Manager shall determine the securities to be purchased or sold by the Fund Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Prospectus and Statement of Additional Information as in effect from time to time (together, the "Registration Statement"), or as the Directors Trustees may determine from time to time. Generally, the Investment Manager's primary consideration in placing Fund Portfolio securities transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. The Investment Manager may consider sale of interests in the shares of the Fund Portfolio in allocating Fund Portfolio securities transactions, subject to the requirements of best net price available and most favorable execution. Consistent with this policy, the Investment Manager, in allocating Fund Portfolio securities transactions, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Portfolio on a continuing basis. Subject to such policies and procedures as the Directors Trustees may determine, the Investment Manager shall have discretion to effect investment transactions for the Fund Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Fund Portfolio to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Investment Manager's overall responsibilities with respect to the Fund Portfolio and other accounts as to which the Investment Manager exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Investment Manager on behalf of the Fund Portfolio to such broker-dealers shall be in such amounts and proportions as the Investment Manager shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Investment Manager will report on such allocations to the Directors Trustees regularly as requested by the DirectorsTrustees, indicating the broker-dealers to whom such allocations have been made and the basis therefor.

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

Broker/Dealer Relationships. The Investment Manager is responsible for decisions to buy and sell securities for the Fund---------------------------- Portfolio, broker-dealer selection, and negotiation of the FundPortfolio's brokerage commission rates. The Investment Manager shall determine the securities to be purchased or sold by the Fund Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Prospectus and Statement of Additional Information as in effect from time to time (together, the "Registration Statement"), or as the Directors Trustees may determine from time to time. Generally, the Investment Manager's primary consideration in placing Fund Portfolio securities transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. The Investment Manager may consider sale of interests in the shares of the Fund Portfolio in allocating Fund Portfolio securities transactions, subject to the requirements of best net price available and most favorable execution. Consistent with this policy, the Investment Manager, in allocating Fund Portfolio securities transactions, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Portfolio on a continuing basis. Subject to such policies and procedures as the Directors Trustees may determine, the Investment Manager shall have discretion to effect investment transactions for the Fund Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Fund Portfolio to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Investment Manager's overall responsibilities with respect to the Fund Portfolio and other accounts as to which the Investment Manager exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Investment Manager on behalf of the Fund Portfolio to such broker-dealers shall be in such amounts and proportions as the Investment Manager shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Investment Manager will report on such allocations to the Directors Trustees regularly as requested by the DirectorsTrustees, indicating the broker-dealers to whom such allocations have been made and the basis therefor.

Broker/Dealer Relationships. The Investment Manager is responsible for decisions to buy and sell securities for the Fund---------------------------- Portfolio, broker-dealer selection, and negotiation of the FundPortfolio's brokerage commission rates. The Investment Manager shall determine the securities to be purchased or sold by the Fund Portfolio pursuant to its determinations with or through such persons, brokers or dealers, in conformity with the policy with respect to brokerage as set forth in the CompanyTrust's Prospectus and Statement of Additional Information as in effect from time to time (together, the "Registration Statement"), or as the Directors Trustees may determine from time to time. Generally, the Investment Manager's primary consideration in placing Fund Portfolio securities transactions with broker-dealers for execution will be to obtain, and maintain the availability of, best execution at the best available price. The Investment Manager may consider the sale of the shares of the Fund Portfolio in allocating Fund Portfolio securities transactions, subject to the requirements of best net price available and most favorable execution. Consistent with this policy, the Investment Manager, in allocating Fund Portfolio securities transactions, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund Portfolio on a continuing basis. Subject to such policies and procedures as the Directors Trustees may determine, the Investment Manager shall have discretion to effect investment transactions for the Fund Portfolio through broker-dealers (including, to the extent permissible under applicable law, broker-dealers affiliated with the Sub-AdviserInvestment Manager) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Fund Portfolio to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Investment Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Investment Manager's overall responsibilities with respect to the Fund Portfolio and other accounts as to which the Investment Manager exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Investment Manager on behalf of the Fund Portfolio to such broker-dealers shall be in such amounts and proportions as the Investment Manager shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Investment Manager will report on such allocations to the Directors Trustees regularly as requested by the DirectorsTrustees, indicating the broker-dealers to whom such allocations have been made and the basis therefor.

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