Common use of Broker-Dealer Selection Clause in Contracts

Broker-Dealer Selection. The Sub-Adviser is hereby authorized to place orders for the purchase and sale of securities and other investments for each Series’ portfolio, with or through such persons, brokers or dealers and to negotiate commissions to be paid on such transactions and to supervise the execution thereof. In connection with such orders, the Sub-Adviser is authorized as the Series’ agent to give instructions to the Series’ custodian as to deliveries of securities or other investments and payments of cash related to securities held for the Series’ account. The Sub-Adviser’s primary consideration in effecting any such transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Registration Statement, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser may effect a transaction on behalf of the Series with a broker-dealer who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such transaction may be greater than the amount of any commission another broker-dealer might have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or its affiliate’s overall responsibilities with respect to the Series and to their other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Adviser to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser. To the extent consistent with this Agreement, the Sub-Adviser is further authorized to allocate orders placed by it on behalf of the Series to the Sub-Adviser as agent if it is registered as a broker-dealer with the SEC, to any of its affiliated broker-dealers as agents, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Board indicating the broker-dealers to which such allocations have been made and the basis therefor. To the extent that the Sub-Adviser or any of its affiliated broker-dealers are allocated orders consistent with this paragraph, the provision of such brokerage services is not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of Applicable Law and any procedures adopted by the Board, the Sub-Adviser or its affiliates may receive brokerage commissions, fees or other remuneration from the Series for these services in addition to the Sub-Adviser’s fees for services under this Agreement.

Broker-Dealer Selection. The Sub-Adviser Subadvisor is hereby authorized responsible for decisions to place orders for the purchase buy and sale of sell securities and other investments for each Series’ portfoliothe Fund, with or through such persons, brokers or dealers for broker-dealer selection and to negotiate commissions to be paid on such transactions and to supervise the execution thereof. In connection with such orders, the Sub-Adviser is authorized as the Series’ agent to give instructions to the Series’ custodian as to deliveries for negotiation of securities or other investments and payments of cash related to securities held for the Series’ accountbrokerage commission rates. The Sub-AdviserSubadvisor’s primary consideration in effecting any such a security transaction will be to obtain the best execution for the SeriesFund, taking into account the factors specified in the Registration StatementFund’s registration statement, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, ; the difficulty of execution, and the execution capabilities and operational facilities of the firms firm involved, ; and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Board may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Adviser may effect a transaction on behalf rules and interpretations of the Series with Securities and Exchange Commission (the “SEC”) thereunder, the Subadvisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker-dealer who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such for effecting a portfolio investment transaction may be greater than in excess of the amount of any commission another broker-dealer might would have charged for effecting that transaction, if the Sub-Adviser Subadvisor or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-AdviserSubadvisor’s or its affiliate’s overall responsibilities with respect to the Series Fund and to their other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Adviser to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser. To the extent consistent with this Agreementthese standards and the Fund’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of the Series Fund to the Sub-Adviser as agent (i) Subadvisor if it is registered as a broker-dealer with the SEC, to any of (ii) its affiliated broker-dealers as agentsdealer, or to (iii) such brokers and dealers who also provide research or research, statistical material, material or other services to the SeriesFund, the Sub-Adviser, Subadvisor or an affiliate of the Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Adviser Subadvisor will report on said allocation regularly to the Board Board, indicating the broker-dealers to which such allocations have been made and the basis therefor. To the extent that the Sub-Adviser or any of its affiliated broker-dealers are allocated orders consistent with this paragraph, the provision of such brokerage services is not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of Applicable Law and any procedures adopted by the Board, the Sub-Adviser or its affiliates may receive brokerage commissions, fees or other remuneration from the Series for these services in addition to the Sub-Adviser’s fees for services under this Agreement.

Broker-Dealer Selection. The Sub-Adviser is hereby authorized to place orders for the purchase make decisions to buy and sale of sell securities and other investments for each Series’ ' portfolio, with or through such personsto select a broker-dealer to effect a transaction, brokers or dealers and to negotiate commissions to be paid on such transactions and to supervise the execution thereof. In connection with such orders, the Sub-Adviser is authorized as the Series’ agent to give instructions to the Series’ custodian as to deliveries of securities or other investments and payments of cash related to securities held for the Series’ accountbrokerage commission rates in effecting a security transaction. The Sub-Adviser’s 's primary consideration in effecting any such a security transaction will be to obtain the best execution for the Series, and, in connection with any applicable commission reduction or recapture program for the benefit of the Series, determined in consultation with the Manager, subject to applicable regulation under the 1940 Act with respect to directed brokerage and execution, taking into account the factors specified in the Registration Statementthen-current prospectus and/or statement of additional information for the Series, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firms firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its reasonable business judgment and fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund's Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amendedamended (the "1934 Act"), the Sub-Adviser may effect shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a transaction on behalf of the Series with to pay a broker-dealer who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such for effecting a portfolio investment transaction may be greater than in excess of the amount of any commission another broker-dealer might would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s 's or its affiliate’s the Manager's overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The In connection with an applicable commission recapture or reduction program for the benefit of the Series, the Sub-Adviser will consult with the Adviser Manager with respect to the end that selection of broker-dealers to execute portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the AdviserManager, consistent with the applicable regulation under the 1940 Act governing direction of brokerage on behalf of mutual funds. To the extent consistent with this Agreementthese standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of the a Series to the Sub-Adviser as agent if it is registered as a broker-dealer with the SEC, to any of its an affiliated broker-dealers as agentsdealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Fund's Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor. To the extent that the Sub-Adviser or any of its affiliated broker-dealers are allocated orders consistent with this paragraph, the provision of such brokerage services is not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of Applicable Law and any procedures adopted by the Board, the Sub-Adviser or its affiliates may receive brokerage commissions, fees or other remuneration from the Series for these services in addition to the Sub-Adviser’s fees for services under this Agreement.

Broker-Dealer Selection. The Sub-Adviser Subadvisor is hereby authorized responsible for decisions to place orders for the purchase buy and sale of sell securities and other investments for each the Series’ portfolio, with or through such persons, brokers or dealers for broker-dealer selection and to negotiate commissions to be paid on such transactions and to supervise the execution thereof. In connection with such orders, the Sub-Adviser is authorized as the Series’ agent to give instructions to the Series’ custodian as to deliveries for negotiation of securities or other investments and payments of cash related to securities held for the Series’ accountbrokerage commission rates. The Sub-AdviserSubadvisor’s primary consideration in effecting any such a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Registration StatementProspectus and/or Statement of Additional Information for the Trust, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, ; the difficulty of execution, and the execution capabilities and operational facilities of the firms firm involved, ; and the firm’s risk in positioning a block of securities. Accordingly, the price to a the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Adviser may effect a transaction on behalf rules and interpretations of the SEC thereunder, the Subadvisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series with to pay a broker-dealer who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such for effecting a portfolio investment transaction may be greater than in excess of the amount of any commission another broker-dealer might would have charged for effecting that transaction, if the Sub-Adviser Subadvisor or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-AdviserSubadvisor’s or its affiliate’s overall responsibilities with respect to the Series and to their other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Adviser to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser. To the extent consistent with this Agreementthese standards and the Trust’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of the Series to the Sub-Adviser as agent (i) Subadvisor if it is registered as a broker-dealer with the SEC, to any of (ii) its affiliated broker-dealers as agentsdealer, or to (iii) such brokers and dealers who also provide research or research, statistical material, material or other services to the Series, the Sub-Adviser, Subadvisor or an affiliate of the Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Adviser Subadvisor will report on said allocation regularly to the Board Board, indicating the broker-dealers to which such allocations have been made and the basis therefor. To the extent that the Sub-Adviser or any of its affiliated broker-dealers are allocated orders consistent with this paragraph, the provision of such brokerage services is not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of Applicable Law and any procedures adopted by the Board, the Sub-Adviser or its affiliates may receive brokerage commissions, fees or other remuneration from the Series for these services in addition to the Sub-Adviser’s fees for services under this Agreement.

Broker-Dealer Selection. The Sub-Adviser Subadvisor is hereby authorized responsible for decisions to place orders for the purchase buy and sale of sell securities and other investments for each Series’ portfoliothe Fund, with or through such persons, brokers or dealers for broker-dealer selection and to negotiate commissions to be paid on such transactions and to supervise the execution thereof. In connection with such orders, the Sub-Adviser is authorized as the Series’ agent to give instructions to the Series’ custodian as to deliveries for negotiation of securities or other investments and payments of cash related to securities held for the Series’ accountbrokerage commission rates. The Sub-AdviserSubadvisor’s primary consideration in effecting any such a security transaction will be to obtain the best execution for the SeriesFund, taking into account the factors specified in the Registration StatementFund’s registration statement, which include the following: price (including the applicable brokerage commission or dollar spread), ; the size of the order, ; the nature of the market for the security, ; the timing of the transaction, ; the reputation, the experience and financial stability of the broker-dealer involved, ; the quality of the service, ; the difficulty of execution, and the execution capabilities and operational facilities of the firms firm involved, ; and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser Subadvisor in the exercise of its fiduciary obligations to the TrustFund, by other aspects of the portfolio execution services offered. Subject to such policies as the Board may determine determine, and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, and the Sub-Adviser may effect a transaction on behalf rules and interpretations of the Series with SEC thereunder, the Subadvisor shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker-dealer who provides brokerage and research services to the Sub-Adviser notwithstanding the fact that the commissions payable with respect to any such for effecting a portfolio investment transaction may be greater than in excess of the amount of any commission another broker-dealer might would have charged for effecting that transaction, if the Sub-Adviser Subadvisor or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-AdviserSubadvisor’s or its affiliate’s overall responsibilities with respect to the Series Fund and to their other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Adviser to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Adviser. To the extent consistent with this Agreementthese standards and the Fund’s Procedures for Securities Transactions with Affiliated Brokers pursuant to Rule 17e-1, the Sub-Adviser Subadvisor is further authorized to allocate the orders placed by it on behalf of the Series Fund to (i) the Sub-Adviser as agent Subadvisor if it is registered as a broker-dealer with the SEC, to any of (ii) its affiliated broker-dealers as agentsdealer, or to (iii) such brokers and dealers who also provide research or research, statistical material, material or other services to the SeriesFund, the Sub-Adviser, Subadvisor or an affiliate of the Sub-AdviserSubadvisor. Such allocation shall be in such amounts and proportions as the Sub-Adviser Subadvisor shall determine consistent with the above standards, standards and the Sub-Adviser Subadvisor will report on said allocation regularly to the Board Board, indicating the broker-dealers to which such allocations have been made and the basis therefor. To the extent that the Sub-Adviser or any of its affiliated broker-dealers are allocated orders consistent with this paragraph, the provision of such brokerage services is not within the scope of the duties of the Sub-Adviser under this Agreement. Subject to the requirements of Applicable Law and any procedures adopted by the Board, the Sub-Adviser or its affiliates may receive brokerage commissions, fees or other remuneration from the Series for these services in addition to the Sub-Adviser’s fees for services under this Agreement.