Common use of Portfolio Transactions and Brokerage Clause in Contracts

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMC, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph 4 and in such manner as SMC shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Information, SMC is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMC. Such allocations shall be in such amounts and proportions as SMC may determine. If the transaction is directed to a broker providing brokerage and research services to SMC, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMC, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (ia) Transactions in portfolio securities shall be effected by SMCthe Management Company, through brokers or otherwise (including affiliated brokers)otherwise, in the manner permitted in this paragraph 4 Section 3 and in such manner as SMC the Management Company shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (iib) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Management Company may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of in portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iiic) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus prospectus or Statement statement of Additional Informationadditional information, SMC the Management Company is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMCManagement Company. Such allocations allocation shall be in such amounts and proportions as SMC the Management Company may determine. If the transaction is directed to a broker providing brokerage and research services to SMCthe Management Company, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC the Management Company shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Management Company with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (ivd) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Management Company shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (ve) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Management Company, better price or execution can be obtained by in utilizing the services of a broker.

Portfolio Transactions and Brokerage. (ia) Transactions in portfolio securities shall be effected by SMCthe Management Company, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph 4 Section 3 and in such manner as SMC the Management Company shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (iib) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Management Company may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital to be required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iiic) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Informationprospectus, SMC the Management Company is authorized to direct the execution of the portfolio transactions for of the Fund to brokers who furnish investment information or research service services to the SMCManagement Company. Such allocations allocation shall be in such amounts and proportions as SMC the Management Company may determine. If the a transaction is directed to a broker providing supplying brokerage and research services to SMCthe Management Company, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC provided that the Management Company shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Management Company with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(328 (e)(3) of the Securities Exchange Act of 1934, as amended. (ivd) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Management Company shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (ve) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Management Company, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMC, through brokers or otherwise (including affiliated brokers)otherwise, in the manner permitted in this paragraph 4 and in such manner as SMC shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Information, SMC is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMC. Such allocations shall be in such amounts and proportions as SMC may determine. If the transaction is directed to a broker providing brokerage and research services to SMC, the commission paid for such transaction transactions may be in excess of the commission another broker would have charged for effecting that transaction, if SMC shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMC, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (ia) Transactions in portfolio securities shall be effected by SMCthe Management Company, through brokers or otherwise (including affiliated brokers)otherwise, in the manner permitted in this paragraph 4 Section 3 and in such manner as SMC the Management Company shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (iib) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Management Company may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital to be required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iiic) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Informationprospectus, SMC the Management Company is authorized to direct the execution of the portfolio transactions for of the Fund to brokers who furnish investment information or research service services to the SMCManagement Company. Such allocations allocation shall be in such amounts and proportions as SMC the Management Company may determine. If the a transaction is directed to a broker providing supplying brokerage and research services to SMCthe Management Company, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC provided that the Management Company shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Management Company with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given in such terms term or similar terms term under Section 28(e)(328 (c)(3) of the Securities Exchange Act of 1934, as amended. (ivd) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Management Company shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (ve) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Management Company, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMC, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph Section 4 and in such manner as SMC shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Information, SMC is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMC. Such allocations shall be in such amounts and proportions as SMC may determine. If the transaction is directed to a broker providing brokerage and research services to SMC, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMC, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMC, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph Section 4 and in such manner as SMC shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Information, SMC is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMC. Such allocations shall be in such amounts and proportions as SMC may determine. If the transaction is directed to a broker providing brokerage and research services to SMC, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMC, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMC, through brokers or otherwise (including affiliated brokers)otherwise, in the manner permitted in this paragraph 4 and in such manner as SMC shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Information, SMC is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMC. Such allocations shall be in such amounts and proportions as SMC may determine. If the transaction is directed to a broker providing brokerage and research services to SMC, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMC, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (ia) Transactions in portfolio securities shall be effected by SMCthe Management Company, through brokers or otherwise (including affiliated brokers)otherwise, in the manner permitted in this paragraph 4 Section 3 and in such manner as SMC the Management Company shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (iib) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Management Company may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of in portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iiic) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Informationprospectus, SMC the Management Company is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service services to the SMCManagement Company. Such allocations allocation shall be in such amounts and proportions as SMC the Management Company may determine. If the a transaction is directed to a broker providing brokerage and research services to SMCthe Management Company, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC the Management Company shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Management Company with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (ivd) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Management Company shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (ve) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Management Company, better price or execution can be obtained by in utilizing the services of a broker.

Portfolio Transactions and Brokerage. (ia) Transactions in portfolio securities shall be effected by SMCthe Management Company, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph 4 Section 3 and in such manner as SMC the Management Company shall deem to be in the best interests of the Fund Trust after consideration is given to all relevant factors. (iib) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Management Company may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund Trust of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital to be required by the transaction; the overall capital strength of the broker; the broker's ’s apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iiic) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional InformationTrust’s prospectus, SMC the Management Company is authorized to direct the execution of the portfolio transactions for of the Fund Trust to brokers who furnish investment information or research service services to the SMCManagement Company. Such allocations allocation shall be in such amounts and proportions as SMC the Management Company may determine. If the a transaction is directed to a broker providing supplying brokerage and research services to SMCthe Management Company, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC provided that the Management Company shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Management Company with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "“providing brokerage and research services" ” shall have the meaning generally given such terms or similar terms under Section 28(e)(328 (e)(3) of the Securities Exchange Act of 1934, as amended. (ivd) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Management Company shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "“posted" ” commission rates. (ve) In connection with transactions on markets other than national or regional securities exchanges, the Fund Trust will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Management Company, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMCthe Adviser, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph Section 4 and in such manner as SMC the Adviser shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Adviser may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's ’s apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus ’s Prospectus(es) or Statement Statement(s) of Additional Information, SMC the Adviser is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMCAdviser. Such allocations shall be in such amounts and proportions as SMC the Adviser may determine. If the transaction is directed to a broker providing brokerage and research services to SMCthe Adviser, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC the Adviser shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Adviser with respect to all accounts as to which it now or hereafter exercises investment discretion. discretion For purposes of the immediately preceding sentence, "“providing brokerage and research services" ” shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Adviser shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "“posted" ” commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Adviser, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMCthe Adviser, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph Section 4 and in such manner as SMC the Adviser shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Adviser may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's ’s apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's ’s Prospectus or Statement of Additional Information, SMC the Adviser is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMCAdviser. Such allocations shall be in such amounts and proportions as SMC the Adviser may determine. If the transaction is directed to a broker providing brokerage and research services to SMCthe Adviser, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC the Adviser shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Adviser with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "“providing brokerage and research services" ” shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Adviser shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "“posted" ” commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Adviser, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMCthe Adviser, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph Section 4 and in such manner as SMC the Adviser shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Adviser may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution Execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's ’s apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus ’s Prospectus(es) or Statement Statement(s) of Additional Information, SMC the Adviser is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMCAdviser. Such allocations shall be in such amounts and proportions as SMC the Adviser may determine. If the transaction is directed to a broker providing brokerage and research services to SMCthe Adviser, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC the Adviser shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Adviser with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "“providing brokerage and research services" ” shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Adviser shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "“posted" ” commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Adviser, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (ia) Transactions in portfolio securities shall be effected by SMCthe Management Company, through brokers or otherwise (including affiliated brokers)otherwise, in the manner permitted in this paragraph 4 Section 3 and in such manner as SMC the Management Company shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (iib) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Management Company may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of in portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iiic) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Informationprospectus, SMC the Management Company is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service services to the SMCManagement Company. Such allocations allocation shall be in such amounts and proportions as SMC the Management Company may determine. If the a transaction is directed to a broker providing supplying brokerage and research services to SMCthe Management Company, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC provided that the Management Company shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Management Company with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms term or similar terms term under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (ivd) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Management Company shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (ve) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Management Company, better price or execution can be obtained by in utilizing the services of a broker.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMCthe Adviser, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph Section 4 and in such manner as SMC the Adviser shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Adviser may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus Prospectus(es) or Statement Statement(s) of Additional Information, SMC the Adviser is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMCAdviser. Such allocations shall be in such amounts and proportions as SMC the Adviser may determine. If the transaction is directed to a broker providing brokerage and research services to SMCthe Adviser, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC the Adviser shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Adviser with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Adviser shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Adviser, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (ia) Transactions in portfolio securities shall be effected by SMCthe Adviser, through brokers or otherwise (including affiliated brokers)otherwise, in the manner permitted in this paragraph 4 Section 3 and in such manner as SMC the Adviser shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (iib) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Adviser may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of in portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iiic) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus prospectus or Statement statement of Additional Informationadditional information, SMC the Adviser is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMCAdviser. Such allocations allocation shall be in such amounts and proportions as SMC the Adviser may determine. If the transaction is directed to a broker providing brokerage and research services to SMCthe Adviser, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC the Adviser shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Adviser with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (ivd) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Adviser shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be the applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (ve) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Adviser, better price or execution can be obtained by in utilizing the services of a broker.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMCSI, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph Section 4 and in such manner as SMC SI shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC SI may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's ’s apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's ’s Prospectus or Statement of Additional Information, SMC SI is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMCSI. Such allocations shall be in such amounts and proportions as SMC SI may determine. If the transaction is directed to a broker providing brokerage and research services to SMCSI, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC SI shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC SI with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "“providing brokerage and research services" ” shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC SI shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "“posted" ” commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCSI, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMCthe Adviser, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph Section 4 and in such manner as SMC the Adviser shall deem to be in the best interests of the a Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Adviser may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the a Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's ’s apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the a Fund's Prospectus ’s Prospectus(es) or Statement Statement(s) of Additional Information, SMC the Adviser is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMCAdviser. Such allocations shall be in such amounts and proportions as SMC the Adviser may determine. If the transaction is directed to a broker providing brokerage and research services to SMCthe Adviser, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC the Adviser shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Adviser with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "“providing brokerage and research services" ” shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Adviser shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "“posted" ” commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the a Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Adviser, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (ia) Transactions in portfolio securities shall be effected by SMCthe Management Company, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph 4 Section 3 and in such manner as SMC the Management Company shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (iib) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Management Company may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital to be required by the transaction; the overall capital strength of the broker; the broker's ’s apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iiic) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Information’s prospectus, SMC the Management Company is authorized to direct the execution of the portfolio transactions for of the Fund to brokers who furnish investment information or research service services to the SMCManagement Company. Such allocations allocation shall be in such amounts and proportions as SMC the Management Company may determine. If the a transaction is directed to a broker providing supplying brokerage and research services to SMCthe Management Company, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC provided that the Management Company shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Management Company with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMC, better price or execution can be obtained by utilizing the services of a broker.,