Common use of Execution Services Clause in Contracts

Execution Services. Unless directed by Client in writing, Adviser may establish, maintain, and deal through accounts with one or more securities brokerage firm(s) as the Adviser may select to effect purchases or sales of securities as agent for the Account including those brokerage firms that from time to time may furnish to the Adviser "brokerage and research services" (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended). In selecting broker-dealers, Adviser may consider investment and market information, and other research, such as economic, securities and performance measurement research provided by such broker-dealers and the quality and reliability of brokerage services, including execution capability, performance and financial responsibility, as well as price. Client acknowledges and agrees that under some circumstances the broker-dealer compensation Adviser pays may exceed the compensation that could be obtained from another broker or dealer, particularly if such other broker or dealer does not furnish research or other services to Adviser. Client acknowledges and agrees that Adviser may aggre- gate orders with other clients consistent with its duties of best execution and understands and agrees that the costs for any individual account, including the Account, may not be reduced because of allocation procedures such as aggregate share pricing. Adviser shall instruct all brokers and dealers executing orders on behalf of the Account to forward to Adviser, custodi- an, and/or Trustee copies of all confirmations promptly after execution of transactions. Adviser shall not be responsible for any loss incurred by reason of any act or omission of any broker or dealer or Account custodian except to the extent provided by ERISA. Adviser will also issue such instructions to the Account custodian or Trustee as Adviser may deem appropriate in con- nection with the settlement of portfolio transactions. Adviser's instructions shall be made orally and confirmed in writ- ing sent by first-class mail as soon as practicable thereafter. Adviser is not authorized to direct delivery of securities or payment to Adviser or to direct any disposition of securities or cash from the Account except to the Client or brokers and dealers in settlement of security purchases and sales. Client agrees and understands that directing Adviser to place orders with a specific broker-dealer will result in Adviser not exercising discretion in selecting other broker-dealers on a trade-by-trade basis. Thus, Client may not receive any benefit from research available from other broker-dealers in return for business, or any benefit which could result from Adviser's batching orders for client (orders combined with those of other Clients for the purpose of obtaining better price or execution from another broker-dealer), or otherwise obtain best price and execution of transactions.

Execution Services. Unless directed by Client in writing, Adviser may establish, maintain, and deal through accounts with one or more securities brokerage firm(s) as the Adviser may select to effect purchases or sales of securities as agent for the Account including those brokerage firms that from time to time may furnish to the Adviser "“brokerage and research services" ” (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended). In selecting broker-dealers, Adviser may consider investment and market information, and other research, such as economic, securities and performance measurement research provided by such broker-dealers and the quality and reliability of brokerage services, including execution capability, performance and financial responsibility, as well as price. Client acknowledges and agrees that under some circumstances the broker-dealer compensation Adviser pays may exceed the compensation that could be obtained from another broker or dealer, particularly if such other broker or dealer does not furnish research or other services to Adviser. Client acknowledges and agrees that Adviser may aggre- gate aggregate orders with other clients consistent with its duties of best execution and understands and agrees that the costs for any individual account, including the Account, may not be reduced because of allocation procedures such as aggregate share pricing. Adviser shall instruct all brokers and dealers executing orders on behalf of the Account to forward to Adviser, custodi- ancustodian, and/or Trustee trustee copies of all confirmations promptly after execution of transactions. Adviser shall not be responsible for any loss incurred by reason of any act or omission of any broker or dealer or Account custodian except to the extent provided by ERISAcustodian. Adviser will also issue such instructions to the Account custodian or Trustee trustee as Adviser may deem appropriate in con- nection connection with the settlement of portfolio transactions. Adviser's ’s instructions shall be made orally and confirmed in writ- ing writing sent by first-class mail as soon as practicable thereafter. Adviser is not authorized to direct delivery of securities or payment to Adviser or to direct any disposition of securities or cash from the Account except to the Client or brokers and dealers in settlement of security purchases and sales. Client agrees and understands that directing Adviser to place orders with a specific broker-dealer will result in Adviser not exercising discretion in selecting other broker-dealers on a trade-by-trade basis. Thus, Client may not receive any benefit from research available from other broker-dealers in return for business, or any benefit which could result from Adviser's batching orders for client (orders combined with those of other Clients for the purpose of obtaining better price or execution from another broker-dealer), or otherwise obtain best price and execution of transactions.

Execution Services. Unless directed by Client in writinghereby authorizes Introducing Firm or Introducing Firm's agent to process all purchase, Adviser may establishtransfer, maintainexchange, and deal redemption orders for shares of mutual funds in the Account or to use Clearing Agent's execution services for purchases and sales in the Account; provided, however, that Manager may execute particular transactions through accounts another broker-dealer to satisfy its best execution obligations. With respect to the day-to-day investment management of the Account, which has been delegated to the Discretionary Manager, the Client acknowledges that Introducing Firm, Clearing Agent, and Sub-Advisor do not act with one discretion and effect only transactions as instructed by Discretionary Managers. Introducing Firm, Clearing Agent, and Sub-Advisor shall not be responsible for any decision made by the Discretionary Manager as to the day-to-day investment management of the Account. In its capacity as broker-dealer, Clearing Agent routes client orders for over-the- counter and listed equity securities to selected market makers for execution. Clearing Agent may receive compensation in the form of a per-share cash payment for directing order flow to these market makers. Clearing Agent considers a number of factors when determining where to send client orders, including execution speed and price, price improvement opportunities, the availability of efficient and reliable order handling, the level of service provided, and the cost of executing orders. Clearing Agent regularly reviews transactions for quality of execution. At all times, the foremost concern is to obtain the best execution for clients, regardless of any compensation factor. Because the fees and expenses Client pays do not vary based on Clearing Agent's selection of market maker to execute Client's brokerage transactions, Clearing Agent's selection of a market maker that pays Clearing Agent compensation will not result in higher fees or more securities brokerage firm(s) expenses to the Account. The Program fees described above cover transaction charges only when transactions are effected through Introducing Firm and, consequently, it is expected that most transactions will be effected through Introducing Firm. Except as otherwise described in this Agreement, Introducing Firm will not assess or collect from Client any transaction fee upon the Adviser purchase or redemption of any shares of mutual funds, however, mutual funds may select directly assess redemption fees, as stated in a fund's prospectus. Client hereby authorizes Introducing Firm, WFA and/or Clearing Agent to effect purchases or sales of securities and execute brokerage transactions, including on a national exchange, as agent for the Account including those brokerage firms that from time to time may furnish to the Adviser "brokerage and research services" (within the meaning permitted by current provisions of Section 28(e11(a) of the Securities Exchange Act of 1934, as amended). In selecting broker-dealers, Adviser may consider investment 1934 and market information, rules promulgated thereunder and other research, any future amendments or changes to such as economic, securities and performance measurement research provided by such broker-dealers and the quality and reliability of brokerage services, including execution capability, performance and financial responsibility, as well as price. Client acknowledges and agrees that under some circumstances the broker-dealer compensation Adviser pays may exceed the compensation that could be obtained from another broker statutes or dealer, particularly if such other broker or dealer does not furnish research or other services to Adviser. Client acknowledges and agrees that Adviser may aggre- gate orders with other clients consistent with its duties of best execution and understands and agrees that the costs for any individual account, including the Account, may not be reduced because of allocation procedures such as aggregate share pricing. Adviser shall instruct all brokers and dealers executing orders on behalf of the Account to forward to Adviser, custodi- an, and/or Trustee copies of all confirmations promptly after execution of transactions. Adviser shall not be responsible for any loss incurred by reason of any act or omission of any broker or dealer or Account custodian except to the extent provided by ERISA. Adviser will also issue such instructions to the Account custodian or Trustee as Adviser may deem appropriate in con- nection with the settlement of portfolio transactions. Adviser's instructions shall be made orally and confirmed in writ- ing sent by first-class mail as soon as practicable thereafter. Adviser is not authorized to direct delivery of securities or payment to Adviser or to direct any disposition of securities or cash from the Account except to the Client or brokers and dealers in settlement of security purchases and sales. Client agrees and understands that directing Adviser to place orders with a specific broker-dealer will result in Adviser not exercising discretion in selecting other broker-dealers on a trade-by-trade basis. Thus, Client may not receive any benefit from research available from other broker-dealers in return for business, or any benefit which could result from Adviser's batching orders for client (orders combined with those of other Clients for the purpose of obtaining better price or execution from another broker-dealer), or otherwise obtain best price and execution of transactionsrules.