Common use of Execution Services Clause in Contracts

Execution Services. You authorize and direct that all transactions in your Account, except as provided below, be executed by or through MLPF&S or its Affiliates, acting as agent or, to the extent permitted by law, as principal. If we cannot execute a transaction on your behalf, you authorize and direct us to execute the transaction through a broker-dealer that is not an Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇. That broker-dealer may act either as agent and charge commissions or act as principal and receive compensation that is in addition to the Program Fee. If permitted by law, and subject to your consent as described in the Brochure, we or our Affiliates may execute transactions for your Account on a principal basis (that is, when we or our Affiliate sell a security to you, or buy a transaction for your Account. Since these entities generally will receive compensation from each party to an agency cross transaction, there is a conflict between our responsibilities and loyalties to you and to the other party to the transaction. From time to time, we or our Affiliate may cause your Account to engage in a transaction for the purchase or sale of a security with another investment advisory client, in accordance with applicable law. Such a transaction would be entered into only when the transaction is determined to be in the best interest of each client, and no compensation would be received in connection with the transaction. You give us permission to engage in agency cross transactions for your Account, except where prohibited by law. You may revoke your consent at any time by notifying us in writing. An agency cross transaction occurs when we or our Affiliate acts as agent for both buyer and seller in a transaction for your Account. Since these entities generally will receive compensation from each party to an agency cross transaction, there is a conflict between our responsibilities and loyalties to you and to the other party to the transaction. We may, but are not required to, aggregate orders for the sale or purchase of securities for your Account with orders for the same security for our other clients, proprietary accounts, or the accounts of our employees and/ or our Affiliates. Each account participating in an aggregated transaction will be charged or credited with the average price and, when applicable, its pro rata share of any fees.

Execution Services. You authorize and direct that all transactions in your Account, except as provided below, be executed by or through MLPF&S or its Affiliates, acting as agent or, to the extent permitted by law, as principal. If we cannot execute a transaction on your behalf, you authorize and direct us to execute the transaction through a broker-dealer that is not an Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇. That broker-dealer may act either as agent and charge commissions or act as principal and receive compensation that is in addition to the Program Fee. If permitted by law, and subject to your consent as described in the Brochure, we or our Affiliates may execute transactions for your Account on a principal basis (that is, when we or our Affiliate sell a security to you, or buy a transaction security from you, for your our own account). Principal transactions may give you access to investment opportunities or trade executions that might not otherwise be available to you. Principal transactions generally may not be effected for a Retirement Account. Since these entities generally will receive compensation from each party to an agency cross transaction, there is a conflict between our responsibilities and loyalties to you and to the other party to the transaction. From time to time, we or our Affiliate may cause your Account to engage in a transaction for the purchase or sale of a security with another investment advisory client, in accordance with applicable law. Such a transaction would be entered into only when the transaction is determined to be in the best interest of each client, and no compensation would be received in connection with the transaction. You give us permission to engage in agency cross transactions for your Account, except where prohibited by law. You may revoke your consent at any time by notifying us in writing. An agency cross transaction occurs when we or our Affiliate acts as agent for both buyer and seller in a transaction for your Account. Since these entities generally will receive compensation from each party to an agency cross transaction, there is a conflict between our responsibilities and loyalties to you and to the other party to the transaction. We may, but are not required to, aggregate orders for the sale or purchase of securities for your Account with orders for the same security for our other clients, proprietary accounts, or the accounts of our employees and/ or our Affiliatesand/or related persons. Each account participating in an aggregated transaction will be charged or credited with the average price and, when applicable, its pro rata share of any fees.