Common use of PURCHASE AND SALE OF INVESTMENTS Clause in Contracts

PURCHASE AND SALE OF INVESTMENTS. (a) Selection of Broker-Dealers and other Market Intermediaries. Except to the extent otherwise instructed in writing by Client (it being understood that Client, acting on behalf of the Fund, may, in its absolute discretion and consistent with the requirements of the 1940 Act and other applicable law, direct Fund portfolio transactions for which Subadviser is responsible to any broker-dealer or market intermediary that Client may designate), Subadviser shall place all orders for the purchase or sale of investments on behalf of the Account with broker-dealers or other market intermediaries (i.e., foreign currency dealers and futures commission merchants) selected by Subadviser, but not with a person affiliated with Subadviser, as the term “affiliated person” is defined in the 1940 Act (an “Affiliate”), unless the transaction is in compliance with applicable law and with the Fund Policies, copies of which shall be provided to Subadviser. (b) Best Execution. In placing such orders, Subadviser will give primary consideration to obtaining the most favorable price and efficient execution reasonably available under the circumstances and in accordance with applicable law. In evaluating the terms available for executing particular transactions for the Account and in selecting broker-dealers to execute such transactions, Subadviser may consider, in addition to commission cost and execution capabilities, relevant factors, such as the financial stability and reputation of broker-dealers and the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided by such broker-dealers. Subadviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a transaction for the Account which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction (“Soft Dollars”) if Subadviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer in discharging responsibilities with respect to the Account or to other client accounts as to which it exercises investment discretion. Subadviser agrees that any and all Soft Dollar arrangements or usage relevant to the Account will qualify for the safe harbor set out in Section 28(e) of the 1934 Act, including any interpretations of such safe harbor by the SEC or its staff.

PURCHASE AND SALE OF INVESTMENTS. (a) Selection of Broker-Dealers and other Market Intermediaries. Except to the extent otherwise instructed in writing by Client (it being understood that Client, acting on behalf of the Fund, may, in its absolute discretion and consistent with the requirements of the 1940 Act and other applicable law, direct Fund portfolio transactions for which Subadviser is responsible to any broker-dealer or market intermediary that Client may designate), Subadviser shall place all orders for the purchase or sale of investments on behalf of the Account with broker-dealers or other market intermediaries (i.e., foreign currency dealers and futures commission merchants) selected by Subadviser, but not with a person affiliated with Subadviser, as the term “affiliated person” is defined in the 1940 Act (an “Affiliate”), unless the transaction is in compliance with applicable law laws and rules and with the Fund Policies, copies of which shall be provided to Subadviser. Client acknowledges that should it direct Subadviser to use specific broker-dealers in execution of the Fund’s trades, that such trades may not be consistent with best execution. (b) Best Execution. In placing such orders, Subadviser will give primary consideration to obtaining the most favorable price and efficient execution reasonably available under the circumstances and in accordance with applicable law. In evaluating the terms available for executing particular transactions for the Account and in selecting broker-dealers to execute such transactions, Subadviser may consider, in addition to commission cost and execution capabilities, relevant factors, such as the financial stability and reputation of broker-dealers and the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided by such broker-dealers. Subadviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a transaction for the Account which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction (“Soft Dollars”) if Subadviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer in discharging responsibilities with respect to the Account or to other client accounts as to which it exercises investment discretion. Subadviser agrees that any and all Soft Dollar arrangements or usage relevant to the Account will qualify for the safe harbor set out in Section 28(e) of the 1934 Act, including any interpretations of such safe harbor by the SEC or its staff.

PURCHASE AND SALE OF INVESTMENTS. (a) Selection of Broker-Dealers and other Market Intermediaries. Except to the extent otherwise instructed in writing by Client (it being understood that Client, acting on behalf of the Fund, may, in its absolute discretion and consistent with the requirements of the 1940 Act and other applicable lawApplicable Laws, direct Fund portfolio transactions for which Subadviser is responsible to any broker-dealer or market intermediary that Client may designate), Subadviser shall place all orders for the purchase or sale of investments on behalf of the Account with broker-dealers or other market intermediaries (i.e., foreign currency dealers and futures commission merchants) selected by Subadviser, but not with a person affiliated with Subadviser, as the term “affiliated person” is defined in the 1940 Act (hereinafter, an “Affiliate”), unless the transaction is in compliance with applicable law Applicable Laws and with the Fund Policies, copies of which shall be provided to Subadviser. (b) Best Execution. In placing such orders, Subadviser will give primary consideration to obtaining the most favorable price and efficient execution reasonably available under the circumstances and in accordance with applicable lawApplicable Laws. In evaluating the terms available for executing particular transactions for the Account and in selecting broker-dealers to execute such transactions, Subadviser may consider, in addition to commission cost and execution capabilities, relevant factors, such as the financial stability and reputation of broker-dealers and the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided by such broker-dealers. Subadviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a transaction for the Account which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction (“Soft Dollars”) if Subadviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer in discharging responsibilities with respect to the Account or to other client accounts as to which it exercises investment discretion. Subadviser agrees that any and all Soft Dollar arrangements or usage relevant to the Account will qualify for the safe harbor set out in Section 28(e) of the 1934 Act, including any interpretations of such safe harbor by the SEC or its staff.

PURCHASE AND SALE OF INVESTMENTS. (a) Selection of Broker-Dealers and other Market Intermediaries. Except to the extent otherwise instructed in writing by Client (it being understood that Client, acting on behalf of the Fund, may, in its absolute discretion and consistent with the requirements of the 1940 Act and other applicable law, direct Fund portfolio transactions for which Subadviser is responsible to any broker-dealer or market intermediary that Client may designate), Subadviser shall place all orders for the purchase or sale of investments on behalf of the Account with broker-dealers or other market intermediaries (i.e., foreign currency dealers and futures commission merchants) selected by Subadviser, but not with a person affiliated with Subadviser, as the term “affiliated person” is defined in the 1940 Act (an “Affiliate”), unless the transaction is in compliance with applicable law and with the Fund Policies, copies of which shall be provided to Subadviser. (b) Best Execution. In placing such orders, Subadviser will give primary consideration to obtaining the most favorable price and efficient execution reasonably available under the circumstances and in accordance with applicable law. In evaluating the terms available for executing particular transactions for the Account and in selecting broker-dealers to execute such transactions, Subadviser may consider, in addition to commission cost and execution capabilities, relevant factors, such as the financial stability and reputation of broker-dealers and the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided by such broker-dealers. Subadviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a transaction for the Account which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction (“Soft Dollars”) if Subadviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer in discharging responsibilities with respect to the Account or to other client accounts as to which it exercises investment discretion. Subadviser agrees that any and all Soft Dollar arrangements or usage relevant to the Account will qualify for the safe harbor set out in Section 28(e) of the 1934 Act, including any interpretations of such safe harbor by the SEC or its staffcomply with applicable law.

PURCHASE AND SALE OF INVESTMENTS. (a) Selection of Broker-Dealers and other Market Intermediaries. Except to the extent otherwise instructed in writing by Client (it being understood that Client, acting on behalf of the Fund, may, in its absolute discretion and consistent with the requirements of the 1940 Act and other applicable law, direct Fund portfolio transactions for which Subadviser is responsible to any broker-dealer or market intermediary that Client may designate), Subadviser shall place all orders for the purchase or sale of investments on behalf of the Account with broker-dealers or other market intermediaries (i.e., foreign currency dealers and futures commission merchants) selected by Subadviser, but not with a person affiliated with Subadviser, as the term “affiliated person” is defined in the 1940 Act (an “Affiliate”), unless the transaction is in compliance with applicable law and with the Fund Policies, copies of which shall be provided to Subadviser. Subadviser will make reasonable efforts to ensure that brokers and/or dealers perform their obligations to the Account, provided, however, that Subadviser will not be responsible or liable for any act or omission of any broker and/or dealer. (b) Best Execution. In placing such orders, Subadviser will give primary consideration to obtaining the most favorable price and efficient execution reasonably available under the circumstances and in accordance with applicable law. In evaluating the terms available for executing particular transactions for the Account and in selecting broker-dealers to execute such transactions, Subadviser may consider, in addition to commission cost and execution capabilities, relevant factors, such as the financial stability and reputation of broker-dealers and the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided by such broker-dealers. Subadviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a transaction for the Account which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction (“Soft Dollars”) if Subadviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer in discharging responsibilities with respect to the Account or to other client accounts as to which it exercises investment discretion. Subadviser agrees that any and all Soft Dollar arrangements or usage relevant to the Account will qualify for the safe harbor set out in Section 28(e) of the 1934 Act, including any interpretations of such safe harbor by the SEC or its staff.

PURCHASE AND SALE OF INVESTMENTS. (a) Selection of Broker-Dealers and other Market Intermediaries. Except to the extent otherwise instructed in writing by Client VIA to Subadviser under the Subadvisory Agreement (it being understood that ClientVIA, acting on behalf of the Fund, may, in its absolute discretion and consistent with the requirements of the 1940 Act and other applicable law, direct Fund portfolio transactions for which Sub-Subadviser is responsible to any broker-dealer or market intermediary that Client VIA may designate), Sub-Subadviser shall place all orders for the purchase or sale of investments on behalf of the Account with broker-dealers or other market intermediaries (i.e., foreign currency dealers and futures commission merchants) selected by Sub-Subadviser, but not with a person affiliated with Sub-Subadviser, as the term “affiliated person” is defined in the 1940 Act (an “Affiliate”), unless the transaction is in compliance with applicable law and with the Fund Policies, copies of which shall be provided to Sub-Subadviser by the Subadviser. (b) Best Execution. In placing such orders, Sub-Subadviser will give primary consideration to obtaining the most favorable price and efficient execution reasonably available under the circumstances and in accordance with applicable law. In evaluating the terms available for executing particular transactions for the Account and in selecting broker-dealers to execute such transactions, Sub-Subadviser may consider, in addition to commission cost and execution capabilities, relevant factors, such as the financial stability and reputation of broker-dealers and the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided by such broker-dealers. Sub-Subadviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a transaction for the Account which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction (“Soft Dollars”) if Sub-Subadviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer in discharging responsibilities with respect to the Account or to other client accounts as to which it exercises investment discretion. Sub-Subadviser agrees that any and all Soft Dollar arrangements or usage relevant to the Account will qualify for the safe harbor set out in Section 28(e) of the 1934 Act, including any interpretations of such safe harbor by the SEC or its staff.

PURCHASE AND SALE OF INVESTMENTS. (a) Selection of Broker-Dealers and other Market Intermediaries. Except to the extent otherwise instructed in writing by Client (it being understood that Client, acting on behalf of the Fund, may, in its absolute discretion and consistent with the requirements of the 1940 Act and other applicable law, direct Fund portfolio transactions for which Subadviser is responsible to any broker-dealer or market intermediary that Client may designate), Subadviser shall place all orders for the purchase or sale of investments on behalf of the Account with broker-dealers or other market intermediaries (i.e., foreign currency dealers and futures commission merchants) selected by Subadviser, but not with a person affiliated with Subadviser, as the term “affiliated person” is defined in the 1940 Act (an “Affiliate”), unless the transaction is in compliance with applicable law and with the Fund Policies, copies of which shall be provided to Subadviser. (b) Best Execution. In placing such orders, Subadviser will give primary consideration to obtaining seeking the most favorable price and efficient execution reasonably available under the circumstances and in accordance with applicable law. In evaluating the terms available for executing particular transactions for the Account and in selecting broker-dealers to execute such transactions, Subadviser may consider, in addition to commission cost and execution capabilities, relevant factors, such as the financial stability and reputation of broker-dealers and the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided by such broker-dealers. Subadviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a transaction for the Account which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction (“Soft Dollars”) if Subadviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer in discharging responsibilities with respect to the Account or to other client accounts as to which it exercises investment discretion. Subadviser agrees that any and all Soft Dollar arrangements or usage relevant to the Account will qualify for the safe harbor set out in Section 28(e) of the 1934 Act, including any interpretations of such safe harbor by the SEC or its staff.

PURCHASE AND SALE OF INVESTMENTS. (a) Selection of Broker-Dealers and other Market Intermediaries. Except to the extent otherwise instructed in writing by Client (it being understood that Client, acting on behalf of the Fund, may, in its absolute discretion and consistent with the requirements of the 1940 Act and other applicable law, direct Fund portfolio transactions for which Subadviser is responsible to any broker-dealer or market intermediary that Client may designatedesignate and Subadviser will use best efforts to follow such directions in accordance with its Policy and Procedures Regarding Allocation of Trades), Subadviser shall place all orders for the purchase or sale of investments on behalf of the Account with broker-dealers or other market intermediaries (i.e., foreign currency dealers and futures commission merchants) selected by Subadviser, but not with a person affiliated with Subadviser, as the term “affiliated person” is defined in the 1940 Act (an “Affiliate”), unless the transaction is in compliance with applicable law and with the Fund Policies, copies of which shall be provided to Subadviser. Subadviser will make reasonable efforts to ensure that broker-dealers or other market intermediaries perform their obligations to the Account, provided, however, that Subadviser will not be responsible or liable for any act or omission of any broker-dealer or other market intermediary. (b) Best Execution. In placing such orders, Subadviser will give primary consideration to obtaining the most favorable price and efficient execution reasonably available under the circumstances and in accordance with applicable law. In evaluating the terms available for executing particular transactions for the Account and in selecting broker-dealers to execute such transactions, Subadviser may consider, in addition to commission cost and execution capabilities, relevant factors, such as the financial stability and reputation of broker-dealers and the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided by such broker-dealers. Subadviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing a transaction for the Account which is in excess of the amount of commission another broker-dealer would have charged for effecting that transaction (“Soft Dollars”) if Subadviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer in discharging responsibilities with respect to the Account or to other client accounts as to which it exercises investment discretion. Subadviser agrees that any and all All Soft Dollar arrangements or usage relevant to the Account will shall, in the reasonable belief of the Subadviser, qualify for the safe harbor set out in Section 28(e) of the 1934 Act, including any interpretations of such safe harbor by the SEC or its staff.