Common use of Soft Dollars Clause in Contracts

Soft Dollars. The Trustee acknowledges and agrees that, subject to the provisions of Section 28(e) of the Securities Exchange Act of 1934, as amended, and ERISA, the Advisor may effect securities transactions which cause the Subaccount to pay an amount of commission in excess of the amount of commission another broker or dealer would have charged, provided that the Advisor determines in good faith that such amount of commission is reasonable in relation to the value of brokerage and research services provided by the broker or dealer to the Advisor, viewed in terms of either the specific transaction or the Advisor’s overall responsibilities to the accounts for which the Advisor exercises investment discretion. For purposes hereof, the term “research services” shall mean products or services which provide lawful and appropriate assistance to the Advisor’s investment decision-making process. While the Advisor may obtain research services from brokerage commissions charged to the Subaccount that may not directly benefit the Subaccount at that particular time, the Advisor shall endeavor to ensure that, over time, the Subaccount receives the benefit of research services purchased with brokerage commissions charged to the accounts of other clients of the Advisor. The Advisor agrees that the receipt and use of such services will not reduce the Advisor’s customary and normal research activities. The Advisor agrees to follow the FSA’s Conduct of Business rules on Use of Dealing Commission (COBS 11.6 of the FSA Handbook).

Soft Dollars. The Trustee acknowledges and agrees that, subject to the provisions of Section 28(e) of the Securities Exchange Act of 1934, as amended, and ERISA, the Advisor may effect securities transactions which cause the Subaccount to pay an amount of commission in excess of the amount of commission another broker or dealer would have charged, provided that the Advisor determines in good faith that such amount of commission is reasonable in relation to the value of brokerage and research services provided by the broker or dealer to the Advisor, viewed in terms of either the specific transaction or the Advisor’s overall responsibilities to the accounts for which the Advisor exercises investment discretion. For purposes hereof, the term “research services” shall mean products or services which provide lawful and appropriate assistance to the Advisor’s investment decision-making process. While the Advisor may obtain research services from brokerage commissions charged to the Subaccount that may not directly benefit the Subaccount at that particular time, the Advisor shall endeavor to ensure that, over time, the Subaccount receives the benefit of research services purchased with brokerage commissions charged to the accounts of other clients of the Advisor. The Advisor agrees that the receipt and use of such services will not reduce the Advisor’s customary and normal research activities. The Advisor agrees acknowledges that it has an ongoing duty to follow ensure the FSA’s Conduct quality of Business rules transactions effected on Use behalf of Dealing Commission (COBS 11.6 its clients, including seeking to obtain best execution, monitoring transaction costs and using client brokerage to benefit clients, consistent with the CFA Institute Soft-Dollar Standards. The Advisor represents that it applies the fiduciary and legal standards contained in the Investment Company Act of the FSA Handbook)1940 to all of its managed accounts.