Common use of Brokerage Transactions Clause in Contracts

Brokerage Transactions. The Sub-Adviser will select broker-dealers to execute transactions for the Fund and will monitor the execution capabilities of such broker-dealers. The Sub-Adviser will seek to achieve best execution of orders for the Funds by selecting brokers that are able to provide "best execution" of orders for the Funds. "Best execution" shall mean prompt and reliable execution at the most favorable securities price, taking into account the other provisions hereinafter set forth. Whenever the Sub-Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of each Fund, in selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that may enhance the Sub-Adviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended ("1934 Act"), that the Sub-Adviser may use a broker whose commissions on transactions may exceed the commissions that another broker would have charged for effecting the transaction, provided that the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker viewed in terms the Sub-Adviser's responsibilities to each Fund or the Sub-Advisers overall responsibilities to the its discretionary accounts. Neither the Sub-Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities that may be made on behalf of each Fund, unless such transactions are in compliance with the 1940 Act and any other applicable rules and regulations. Unless otherwise directed by the Trust in writing, the Sub-Adviser may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution. 5.

Brokerage Transactions. The Sub-Adviser may place orders for the purchase of sale of portfolio securities for the Value Fund directly with the issuers of the securities or with any broker or dealer. The Sub-Adviser may open and maintain brokerage accounts of all types on behalf of and in the name of the Value Fund. The Sub-Adviser will select broker-dealers to execute transactions for the Value Fund and will monitor the execution capabilities of such broker-dealers. The Sub-Adviser will seek to achieve best execution of orders for the Funds Value Fund by selecting brokers that are able to provide "best execution" of orders for the FundsValue Fund. "Best execution" shall mean prompt and reliable execution at the most favorable securities price, taking into account the other provisions hereinafter set forth. Whenever the Sub-Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of each the Value Fund, in selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that may enhance the Sub-Adviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended ("1934 Act"), that the Sub-Adviser may use a broker whose commissions on transactions may exceed the commissions that another broker would have charged for effecting the transaction, provided that the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker viewed in terms the Sub-Adviser's responsibilities to each the Value Fund or the Sub-Advisers overall responsibilities to the its discretionary accounts. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder and subject to any other applicable laws and regulations, the Sub-Adviser and its affiliates are authorized to effect portfolio transactions for the Value Fund and to retain brokerage commissions on such transactions. Neither the Sub-Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities that may be made on behalf of each the Value Fund, unless such transactions are in compliance with the 1940 Act and any other applicable rules and regulations. Unless otherwise directed by the Trust in writing, the Sub-Adviser may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution. 5.

Brokerage Transactions. The Sub-Adviser may place orders for the purchase of sale of portfolio securities for the Growth Fund directly with the issuers of the securities or with any broker or dealer. The Sub-Adviser may open and maintain brokerage accounts of all types on behalf of and in the name of the Growth Fund. The Sub-Adviser will select broker-dealers to execute transactions for the Growth Fund and will monitor the execution capabilities of such broker-dealers. The Sub-Adviser will seek to achieve best execution of orders for the Funds Growth Fund by selecting brokers that are able to provide "best execution" of orders for the FundsGrowth Fund. "Best execution" shall mean prompt and reliable execution at the most favorable securities price, taking into account the other provisions hereinafter set forth. Whenever the Sub-Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of each the Growth Fund, in selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that may enhance the Sub-Adviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended ("1934 Act"), that the Sub-Adviser may use a broker whose commissions on transactions may exceed the commissions that another broker would have charged for effecting the transaction, provided that the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker viewed in terms the Sub-Adviser's responsibilities to each the Growth Fund or the Sub-Advisers overall responsibilities to the its discretionary accounts. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder and subject to any other applicable laws and regulations, the Sub-Adviser and its affiliates are authorized to effect portfolio transactions for the Growth Fund and to retain brokerage commissions on such transactions. Neither the Sub-Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities that may be made on behalf of each the Growth Fund, unless such transactions are in compliance with the 1940 Act and any other applicable rules and regulations. Unless otherwise directed by the Trust in writing, the Sub-Adviser may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution. 5.

Brokerage Transactions. The Adviser hereby grants the Sub-Adviser complete discretionary trading authorization to act as agent and attorney-in-fact with respect to investments made on behalf of the Accounts. The Sub-Adviser is authorized to select any broker or dealer that, in the Sub-Adviser's opinion, is capable of properly executing the transaction in a manner that is most beneficial to the Account Holder. In choosing a broker, dealer or bank, the Sub-Adviser will select consider the broker-dealers , dealer or bank's execution capability, reputation and access to execute transactions the markets for the Fund and will monitor securities being traded for the execution capabilities of such broker-dealersAccount Holder. The Sub-Adviser will seek to achieve best execution of orders for competitive commission rates, but not necessarily the Funds by selecting brokers that are able to provide "best execution" of orders for the Fundslowest rates available. "Best execution" shall mean prompt and reliable execution at the most favorable securities price, taking into account the other provisions hereinafter set forth. Whenever the Sub-Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of each Fund, in selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that may enhance the Sub-Adviser's research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended ("1934 Act"), that the The Sub-Adviser may use a broker whose also send transactions for the Account to brokers who charge higher commissions on transactions may exceed the commissions that another broker would have charged for effecting the transactionthan other brokers, provided that the Sub-Adviser determines in good faith that the amount of commission charged was commissions the Sub-Adviser pays is reasonable in relation to the value of the brokerage and/or and research services (as defined in Section 28(e)) provided by such broker provided, viewed in terms either of that particular transaction or the Sub-Adviser's responsibilities to each Fund or the Sub-Advisers overall responsibilities with respect to the its discretionary accounts. Neither all Asset owners whose accounts the Sub-Adviser nor any parentmanages on a discretionary basis. Portfolio transactions for the Account generally are completed independently. However, subsidiary if the Sub-Adviser decides to purchase or related firm shall act as a sell the same securities broker with respect to any purchases or sales of securities that may be made on behalf of each Fund, unless such transactions are in compliance with for the 1940 Act Account Holder and any other applicable rules and regulations. Unless otherwise directed by of Sub-Adviser's clients at about the Trust in writingsame time, the Sub-Adviser may utilize combine the service Account Holder's order with those of whatever its clients if the Sub-Adviser reasonably believes that it will be able to negotiate better prices or lower commission rates or transaction costs for the combined order than for the Account Holder's order alone. The Account Holder will pay the average price and transaction costs obtained for such combined orders. The Sub-Adviser generally will allocate securities brokerage firm purchased or firms it deems appropriate sold as part of a combined order to the extent that such firms are competitive with respect Accounts and to price accounts of services and execution. 5its clients according to the size of the order placed for each client.

Brokerage Transactions. The Sub-Adviser will select broker-dealers to execute transactions for the Fund and will monitor the execution capabilities of such broker-dealers. The Sub-Adviser will seek to achieve best execution of orders for the Funds by selecting brokers that are able to provide "“best execution" ” of orders for the Funds. "“Best execution" ” shall mean prompt and reliable execution at the most favorable securities price, taking into account the other provisions hereinafter set forth. Whenever the Sub-Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of each Fund, in selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that may enhance the Sub-Adviser's ’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended ("“1934 Act"”), that the Sub-Adviser may use a broker whose commissions on transactions may exceed the commissions that another broker would have charged for effecting the transaction, provided that the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker viewed in terms the Sub-Adviser's ’s responsibilities to each Fund or the Sub-Advisers overall responsibilities to the its discretionary accounts. Neither the Sub-Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities that may be made on behalf of each Fund, unless such transactions are in compliance with the 1940 Act and any other applicable rules and regulations. Unless otherwise directed by the Trust in writing, the Sub-Adviser may utilize the service of whatever securities brokerage firm or firms it deems appropriate to the extent that such firms are competitive with respect to price of services and execution. 5.

Brokerage Transactions. The Sub-Adviser will select broker-dealers to execute transactions In connection with the purchases or sales of portfolio securities or other financial instruments for the Fund and account of a Portfolio, neither the Adviser, nor any of its partners, directors, officers or employees nor any sub-adviser engaged by the Adviser pursuant to Section 4 hereof will monitor the execution capabilities of such broker-dealersact as principal or agent or receive any commission. The SubAdviser, a sub-adviser engaged by the Adviser, or the agent of the Adviser will seek to achieve best execution or a sub-adviser, shall arrange for the placing of all orders for the Funds by selecting brokers that are able to provide "best execution" of orders for the Funds. "Best execution" shall mean prompt purchase and reliable execution at the most favorable securities price, taking into account the other provisions hereinafter set forth. Whenever the Sub-Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of each Fund, in selecting and other financial instruments for a Portfolio’s account with brokers or dealers to execute selected by the Adviser or a sub-adviser, as applicable. In the selection of such brokers or dealers and the placing of such orders, the SubAdviser or a sub-Adviser is expressly authorized to consider the fact that adviser, as applicable, will seek best execution for a broker or dealer has furnished statistical, research or other information or services that may enhance the Sub-Adviser's research and portfolio management capability generallyPortfolio. It is further understood that it is desirable for a Portfolio that the Adviser or sub-adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher cost to the Portfolio than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. It is also understood that the services provided by such brokers may be useful to the Adviser or sub-adviser in connection with Adviser’s or sub-adviser’s services to other clients. Subject to and in accordance with Section 28(e) any directions that the Company’s Board of Directors may issue from time to time the Adviser or a sub-adviser, as applicable, may also be authorized to effect individual securities transactions at commission rates in excess of the Securities Exchange Act of 1934minimum commission rates available, if the Adviser or the sub-adviser, as amended ("1934 Act")applicable, that the Sub-Adviser may use a broker whose commissions on transactions may exceed the commissions that another broker would have charged for effecting the transaction, provided that the Sub-Adviser determines in good faith that the such amount of commission charged was is reasonable in relation to the value of the brokerage and/or or research services (as defined in Section 28(e)) provided by such broker or dealer, viewed in terms the Sub-Adviser's responsibilities to each Fund of either that particular transaction or the SubAdviser’s or the sub-Advisers adviser’s overall responsibilities to the its discretionary accounts. Neither the Sub-Adviser nor any parent, subsidiary or related firm shall act as a securities broker with respect to any purchases or sales of securities a Portfolio and other advisory clients. The Adviser’s services to a Portfolio pursuant to this Investment Management Agreement are not deemed to be exclusive and it is understood that may be made on behalf of each Fund, unless such transactions are in compliance with the 1940 Act and any other applicable rules and regulations. Unless otherwise directed by the Trust in writing, the Sub-Adviser may utilize the service of whatever securities brokerage firm or firms it deems appropriate render investment advice, management and other services to the extent that such firms are competitive with respect to price of services and execution. 5others.