Common use of Selection of Broker-Dealers and Execution of Transactions Clause in Contracts

Selection of Broker-Dealers and Execution of Transactions. To the extent that transactions are effected in the Allocated Portion, Sub-Adviser shall be responsible for effecting such transactions and selecting brokers or dealers to execute such transactions for the Allocated Portion. In the selection of brokers or dealers (which may include brokers or dealers affiliated with Sub-Adviser) and the placement of orders for the purchase and sale of portfolio investments for the Allocated Portion, Sub-Adviser shall use its best efforts to obtain the best execution available, except to the extent that it may be permitted to pay higher brokerage commissions for brokerage or research services as described below. In using its best efforts to obtain the best execution available, Sub-Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of execution and research services provided by the broker or dealer. Subject to such policies as the Trustees may determine, Sub-Adviser 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 or dealer that provides brokerage or research services to Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker or dealer, viewed in terms of either that particular transaction or Sub-Adviser’s overall responsibilities with respect to the Fund and to other clients of Sub-Adviser as to which Sub-Adviser exercises investment discretion. The Trust hereby agrees that any entity or person associated with Sub-Adviser which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and the Trust hereby consents to the retention of compensation for such transactions. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, to the extent permitted by applicable laws and regulations, the Sub-Adviser may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. The Manager acknowledges that the Sub-Adviser is a fiduciary to other clients, some of which have the same or similar investment objectives and will hold the same or similar investments as a Fund. The Manager further acknowledges that, notwithstanding the sameness or similarity of the investment objectives and/or investments of a Fund relative to those of another client of Sub-Adviser, the Sub-Adviser may give advice and take action in the performance of its duties with respect to other clients that may differ from the advice given, or the timing or nature of actions taken, with respect to the Fund. The Manager specifically acknowledges, for the avoidance of doubt, that the Sub-Adviser may delay trading the portfolio with respect to the Fund that it is advising other clients to take and/or that it is taking with respect to other clients because, due to the fully transparent nature of the Fund, taking such action on behalf of a Fund at that same time would result in disclosure of, and, potentially, harm to, the other clients’ portfolio.

Selection of Broker-Dealers and Execution of Transactions. To the extent that transactions are effected in the Allocated PortionFund, Sub-Adviser shall be responsible for effecting such transactions and selecting brokers or dealers to execute such transactions for the Allocated PortionFund. In the selection of brokers or dealers (which may include brokers or dealers affiliated with Sub-Adviser) and the placement of orders for the purchase and sale of portfolio investments for the Allocated PortionFund, Sub-Adviser shall use its best efforts to obtain the best execution available, except to the extent that it may be permitted to pay higher brokerage commissions for brokerage or research services as described below. In using its best efforts to obtain the best execution available, Sub-Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of execution and research services provided by the broker or dealer. Subject to such policies as the Trustees may determine, Sub-Adviser 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 or dealer that provides brokerage or research services to Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker or dealer, viewed in terms of either that particular transaction or Sub-Adviser’s overall responsibilities with respect to the Fund and to other clients of Sub-Adviser as to which Sub-Adviser exercises investment discretion. The Trust hereby agrees that any entity or person associated with Sub-Adviser which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and the Trust hereby consents to the retention of compensation for such transactions. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, to the extent permitted by applicable laws and regulations, the Sub-Adviser may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. The Manager acknowledges that the Sub-Adviser is a fiduciary to other clients, some of which have the same or similar investment objectives and will hold the same or similar investments as a Fund. The Manager further acknowledges thatFurther, notwithstanding the sameness or similarity of the investment objectives and/or investments of a Fund relative to those of another client of Sub-Adviser, the Sub-Adviser may give advice and take action in the performance of its duties with respect to other clients that may differ from the advice given, or the timing or nature of actions taken, with respect to the Fund. The Manager specifically acknowledges, for the avoidance of doubt, that the Sub-Adviser may delay trading the portfolio with respect to the Fund that it is advising other clients to take and/or that it is taking with respect to other clients because, due to the fully transparent nature of the Fund, taking such action on behalf of a Fund at that same time would result in disclosure of, and, potentially, harm to, the other clients’ portfolio.

Selection of Broker-Dealers and Execution of Transactions. To the extent that transactions are effected in the Allocated Portion, Sub-Adviser shall be responsible for effecting such transactions and selecting brokers or dealers to execute such transactions for the Allocated Portion. In the selection of brokers or dealers (which may include brokers or dealers affiliated with Sub-Adviser) and the placement of orders for the purchase and sale of portfolio investments for the Allocated Portion, Sub-Adviser shall use its best efforts to obtain the best execution available, except under the circumstances subject to the extent that it may be permitted to pay higher brokerage commissions for brokerage or research services as described criteria referenced below. In using its best efforts to obtain the best execution available, Sub-Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of execution and research services provided by the broker or dealer. Subject to such policies as the Trustees may determine, Sub-Adviser 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 or dealer that provides brokerage or research services to Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker or dealer, viewed in terms of either that particular transaction or Sub-Adviser’s overall responsibilities with respect to the Fund and to other clients of Sub-Adviser as to which Sub-Adviser exercises investment discretion. The Trust hereby agrees that any entity or person associated with Sub-Adviser which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and the Trust hereby consents to the retention of compensation for such transactions. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, to the extent permitted by applicable laws and regulations, the Sub-Adviser may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. The Manager acknowledges that the Sub-Adviser is a fiduciary to other clients, some of which have the same or similar investment objectives and will hold the same or similar investments as a Fund. The Manager further acknowledges that, notwithstanding the sameness or similarity of the investment objectives and/or investments of a Fund relative to those of another client of Sub-Adviser, the Sub-Adviser may give advice and take action in the performance of its duties with respect to other clients that may differ from the advice given, or the timing or nature of actions taken, with respect to the Fund. The Manager specifically acknowledges, for the avoidance of doubt, that the Sub-Adviser may delay trading the portfolio with respect to the Fund that it is advising other clients to take and/or that it is taking with respect to other clients because, due to the fully transparent nature of the Fund, taking such action on behalf of a Fund at that same time would result in disclosure of, and, potentially, harm to, the other clients’ portfolio.

Selection of Broker-Dealers and Execution of Transactions. To the extent that transactions are effected in the Allocated Portion, Sub-Adviser shall be responsible for effecting such transactions and selecting brokers or dealers to execute such transactions for the Allocated Portion. In the selection of brokers or dealers (which may include brokers or dealers affiliated with Sub-Adviser) and the placement of orders for the purchase and sale of portfolio investments for the Allocated Portion, Sub-Adviser shall use its best efforts to obtain the best execution available, except to the extent that it may be permitted to pay higher brokerage commissions for brokerage or research services as described below. In using its best efforts to obtain the best execution available, Sub-Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of execution and research services provided by the broker or dealer. Subject to such policies as the Trustees may determine, Sub-Adviser 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 or dealer that provides brokerage or research services to Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker or dealer, viewed in terms of either that particular transaction or Sub-Adviser’s overall responsibilities with respect to the Fund and to other clients of Sub-Adviser as to which Sub-Adviser exercises investment discretion. The Trust hereby agrees that any entity or person associated with Sub-Adviser which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and the Trust hereby consents to the retention of compensation for such transactions. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, to the extent permitted by applicable laws and regulations, the Sub-Adviser may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. The Manager acknowledges that the Sub-Adviser is a fiduciary to other clients, some of which have the same or similar investment objectives and will hold the same or similar investments as a Fund. The Manager further acknowledges that, notwithstanding the sameness or similarity of the investment objectives and/or investments of a Fund relative to those of another client of Sub-Adviser, the Sub-Adviser may give advice and take action in the performance of its duties with respect to other clients that may differ from the advice given, or the timing or nature of actions taken, with respect to the Fund. The Manager specifically acknowledges, for the avoidance of doubt, that the Sub-Adviser may delay trading the portfolio with respect to the Fund that it is advising other clients to take and/or that it is taking with respect to other clients because, due to the fully transparent nature of the Fund, taking such action on behalf of a Fund at that same time would result in disclosure of, and, potentially, harm to, the other clients’ portfolio.

Selection of Broker-Dealers and Execution of Transactions. Because the Fund is structured as an exchange-traded fund, portfolio changes will typically be implemented through in-kind transactions. Accordingly, the Manager has advised the Sub-Adviser that, except in unusual circumstances where the Sub-Adviser believes it is essential, in the interest of the Fund and its shareholders, to directly effect transactions in the Allocated Portion with broker-dealers, all proposed portfolio changes will be communicated to the Manager, and the Trust will implement the portfolio changes through in-kind transactions for the indicated securities through the creation and redemption process described in the Trust’s registration statement, as it may be amended from time to time. The Manager understands and agrees that, typically, the Sub- Adviser will not execute brokerage transactions for the Allocated Portion, and represents to the Sub-Adviser that appropriate disclosure to this effect will be included in the Trust’s then-current registration statement. To the extent that transactions are effected by Sub-Adviser in the Allocated PortionPortion under the circumstances described in the previous paragraph, Sub-Adviser shall be responsible for effecting such transactions and selecting brokers or dealers to execute such transactions for the Allocated Portion. In the selection of brokers or dealers (which may include brokers or dealers affiliated with Sub-Adviser) and the placement of orders for the purchase and sale of portfolio investments for the Allocated Portion, Sub-Adviser shall use its best efforts to obtain the best execution available, except to the extent that it may and shall be permitted to pay higher brokerage commissions for brokerage or research services as described below. In using its best efforts to obtain the best execution available, Sub-Adviser, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustrationillustration and not limited to, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of execution and research services provided by the broker or dealer. Subject to such policies as the Trustees may determinedetermine and communicate in writing to Sub-Adviser, Sub-Adviser 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 or dealer that provides brokerage or research services to Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker or dealer, viewed in terms of either that particular transaction or Sub-Adviser’s overall responsibilities with respect to the Fund and to other clients of Sub-Adviser as to which Sub-Adviser exercises investment discretionAdviser. The Trust hereby agrees that any entity or person associated with Sub-Adviser which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and the Trust hereby consents to the retention of compensation for such transactions. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, to the extent permitted by applicable laws and regulations, the Sub-Adviser may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. The Manager acknowledges parties acknowledge that the Sub-Adviser is a fiduciary to other clients, some of which have the same or similar investment objectives and will hold the same or similar investments as a Fund. The Manager and Primary Sub-Adviser further acknowledges acknowledge that, notwithstanding the sameness or similarity of the investment objectives and/or investments of a Fund relative to those of another client of Sub-Adviser, the Sub-Adviser may give advice and take action in the performance of its duties with respect to other clients that may differ from the advice given, or the timing or nature of actions taken, with respect to the Fund. The Manager and Primary Sub-Adviser specifically acknowledgesacknowledge, for the avoidance of doubt, that the Sub-Adviser may will delay trading effecting any transactions in the portfolio Allocated Portion, including with respect to communicating transactions to the Fund that it is advising Manager as described in the first paragraph of this sub-Section, until after all transactions for other clients to take and/or that it is taking with respect to other clients are fully executed because, due to the fully transparent nature of the Fund, taking such action on behalf of a Fund at that same time would result in disclosure of, and, potentially, harm to, the other clients’ portfolio. The Manager represents that appropriate disclosure concerning such delay effecting transactions in the Allocated Portion will be included in the Trust’s then-current registration statement.

Selection of Broker-Dealers and Execution of Transactions. To Typically, the extent that transactions are effected in the Allocated Portion, Sub-Adviser shall Advisers would be responsible for effecting such transactions for each Fund and selecting brokers or dealers to execute such transactions for each Fund. However, the Allocated PortionPrimary Sub-Adviser has authority and may effect transactions for each Fund and select brokers or dealers to execute such transactions for each Fund. In the selection of brokers or dealers (which may include brokers or dealers affiliated with Primary Sub-Adviser) and the placement of orders for the purchase and sale of portfolio investments for the Allocated Portioneach Fund, Primary Sub-Adviser shall use its best efforts to obtain for each Fund the best execution available, except to the extent that it may be permitted to pay higher brokerage commissions for brokerage or research services as described below. In using its best efforts to obtain the best execution available, Primary Sub-Adviser, bearing in mind the each Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of execution and research services provided by the broker or dealer. Subject to such policies as the Trustees may determine, Primary Sub-Adviser 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 a Fund to pay a broker or dealer that provides brokerage or research services to Primary Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if Primary Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker or dealer, viewed in terms of either that particular transaction or Primary Sub-Adviser’s overall responsibilities with respect to the such Fund and to other clients of Primary Sub-Adviser as to which Primary Sub-Adviser exercises investment discretion. The Trust hereby agrees that any entity or person associated with Primary Sub-Adviser which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and the Trust hereby consents to the retention of compensation for such transactions. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, to the extent permitted by applicable laws and regulations, the Sub-Adviser may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. The Manager acknowledges that the Sub-Adviser is a fiduciary to other clients, some of which have the same or similar investment objectives and will hold the same or similar investments as a Fund. The Manager further acknowledges that, notwithstanding the sameness or similarity of the investment objectives and/or investments of a Fund relative to those of another client of Sub-Adviser, the Sub-Adviser may give advice and take action in the performance of its duties with respect to other clients that may differ from the advice given, or the timing or nature of actions taken, with respect to the Fund. The Manager specifically acknowledges, for the avoidance of doubt, that the Sub-Adviser may delay trading the portfolio with respect to the Fund that it is advising other clients to take and/or that it is taking with respect to other clients because, due to the fully transparent nature of the Fund, taking such action on behalf of a Fund at that same time would result in disclosure of, and, potentially, harm to, the other clients’ portfolio.

Selection of Broker-Dealers and Execution of Transactions. To the extent that transactions are effected in the Allocated Portiona Fund, Sub-Adviser shall be responsible for effecting such transactions and selecting brokers or dealers to execute such transactions for the Allocated Portioneach Fund. In the selection of brokers or dealers (which may include brokers or dealers affiliated with Sub-Adviser) and the placement of orders for the purchase and sale of portfolio investments for the Allocated Portioneach Fund, Sub-Adviser shall use its best efforts to obtain for each Fund the best execution available, except to the extent that it may be permitted to pay higher brokerage commissions for brokerage or research services as described below. In using its best efforts to obtain the best execution available, Sub-Adviser, bearing in mind the each Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of execution and research services provided by the broker or dealer. Subject to such policies as the Trustees may determine, Sub-Adviser 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 a Fund to pay a broker or dealer that provides brokerage or research services to Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker or dealer, viewed in terms of either that particular transaction or Sub-Adviser’s overall responsibilities with respect to the such Fund and to other clients of Sub-Adviser as to which Sub-Adviser exercises investment discretion. The Trust hereby agrees that any entity or person associated with Sub-Adviser which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and the Trust hereby consents to the retention of compensation for such transactions. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, to the extent permitted by applicable laws and regulations, the Sub-Adviser may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. The Manager acknowledges that the Sub-Adviser is a fiduciary to other clients, some of which have the same or similar investment objectives and will hold the same or similar investments as a Fund. The Manager further acknowledges that, notwithstanding the sameness or similarity of the investment objectives and/or investments of a Fund relative to those of another client of Sub-Adviser, the Sub-Adviser may give advice and take action in the performance of its duties with respect to other clients that may differ from the advice given, or the timing or nature of actions taken, with respect to the Fund. The Manager specifically acknowledges, for the avoidance of doubt, that the Sub-Adviser may delay trading the portfolio with respect to the Fund that it is advising other clients to take and/or that it is taking with respect to other clients because, due to the fully transparent nature of the Fund, taking such action execute on behalf of a Fund at that same time would result in disclosure ofcertain agreements, anddocuments and instruments, potentiallyincluding, harm but not limited to, brokerage agreements, master trading agreements, and clearing agreements, which may be necessary, in Sub-Adviser’s reasonable judgment, to carry out the other clients’ portfolioauthority granted to Sub-Adviser under this Agreement.