Common use of Allocation of Brokerage Clause in Contracts

Allocation of Brokerage. The Adviser is authorized, subject to the supervision of the Board of Trustees of the Fund, to place orders for the purchase and sale of the Fund's investments with or through such persons, brokers or dealers and to negotiate commissions to be paid on such transactions in accordance with the Fund's policies with respect to brokerage set forth in the Prospectus and Statement of Additional Information. The Adviser may, on behalf of the Fund, pay brokerage commissions to a broker which provides brokerage and research services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided by the executing broker in terms of the particular transaction or in terms of the Adviser's overall responsibilities with respect to the Fund and the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws and regulations, and (iii) in the opinion of the Adviser, the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. It is recognized that the services provided by such brokers may be useful to the Adviser in connection with the Adviser's services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Adviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities sold or purchased, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Allocation of Brokerage. (a) The Adviser is authorized, subject to the supervision of the Trust’s Board of Trustees and consistent with any policies and procedures the Board of the FundTrustees may from time to time adopt, to place orders for the purchase and sale of the Fund's investments with or through such persons, brokers or dealers securities and to negotiate commissions to be paid on such transactions in accordance with the Fund's policies with respect to brokerage set forth in the Prospectus and Statement of Additional Informationtransactions. The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of securities for each Fund and is directed to use its best efforts to obtain the best net results as described in each Fund’s statement of additional information. (b) Subject to the appropriate policies and procedures approved by the Trust’s Board of Trustees, the Adviser may, on behalf of the each Fund, pay brokerage commissions to a broker which provides brokerage and research services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided by the executing broker in terms of the particular transaction or in terms of the Adviser's ’s overall responsibilities with respect to the each Fund and the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws state and regulationsfederal laws, and (iii) in the opinion of the Adviser, the total commissions paid by the a Fund will be reasonable in relation to the benefits to the that Fund over the long term. It is recognized that Subject to seeking the services provided by such brokers most favorable price and execution, the Board of Trustees may be useful to cause the Adviser to effect transactions in connection with portfolio securities through broker dealers in a manner that will help generate resources to pay the Adviser's services cost of certain expenses which each Fund is required to other clients. On occasions when pay or for which each Fund is required to arrange payment. (c) When the Adviser deems the purchase or sale of a security to be in the best interests interest of the a Fund as well as other clients of the Adviserits clients, the Adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold or purchased in order to attempt to obtain the most a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities sold so purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the that Fund and to such its other affected clients.

Allocation of Brokerage. (a) The Adviser is authorized, subject to the supervision of the Trust’s Board of Trustees and consistent with any policies and procedures the Board of the FundTrustees may from time to time adopt, to place orders for the purchase and sale of the Fund's investments with or through such persons, brokers or dealers securities and to negotiate commissions to be paid on such transactions transactions. The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of securities for the Fund and is directed to use its best efforts to obtain the best net results as described in accordance with the Fund's ’s statement of additional information. (b) Subject to the appropriate policies with respect to brokerage set forth in and procedures approved by the Prospectus and Statement Trust’s Board of Additional Information. The Trustees, the Adviser may, on behalf of the Fund, pay brokerage commissions to a broker which provides brokerage and research services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided by the executing broker in terms of the particular transaction or in terms of the Adviser's ’s overall responsibilities with respect to the Fund and the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws state and regulationsfederal laws, and (iii) in the opinion of the Adviser, the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. It is recognized that Subject to seeking the services provided by such brokers most favorable price and execution, the Board of Trustees may be useful to cause the Adviser to effect transactions in connection with portfolio securities through broker dealers in a manner that will help generate resources to pay the Adviser's services cost of certain expenses which the Fund is required to other clients. On occasions when pay or for which the Fund is required to arrange payment. (c) When the Adviser deems the purchase or sale of a security to be in the best interests interest of the Fund as well as other clients of the Adviserits clients, the Adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold or purchased in order to attempt to obtain the most a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities sold so purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such its other affected clients.

Allocation of Brokerage. The Adviser is authorized, subject to the supervision of the Board of Trustees of the Fund, to place orders for the purchase and sale of the Fund's ’s investments with or through such persons, brokers or dealers and to negotiate commissions to be paid on such transactions in accordance with the Fund's ’s policies with respect to brokerage set forth in the Prospectus and Statement of Additional Information. The Adviser may, on behalf of the Fund, pay brokerage commissions to a broker which provides brokerage and research services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided by the executing broker in terms of the particular transaction or in terms of the Adviser's ’s overall responsibilities with respect to the Fund and the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws and regulations, and (iii) in the opinion of the Adviser, the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. It is recognized that the services provided by such brokers may be useful to the Adviser in connection with the Adviser's ’s services to other clients. On occasions when the Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Adviser, the Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities sold or purchased, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

Allocation of Brokerage. (a) The Adviser is authorized, subject to the supervision of the Trust's Board of Trustees and consistent with any policies and procedures the Board of the FundTrustees may from time to time adopt, to place orders for the purchase and sale of the Fund's investments with or through such persons, brokers or dealers securities and to negotiate commissions to be paid on such transactions transactions. The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of securities for the Fund and is directed to use its best efforts to obtain the best net results as described in accordance with the Fund's statement of additional information. (b) Subject to the appropriate policies with respect to brokerage set forth in and procedures approved by the Prospectus and Statement Trust's Board of Additional Information. The Trustees, the Adviser may, on behalf of the Fund, pay brokerage commissions to a broker which provides brokerage and research services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided by the executing broker in terms of the particular transaction or in terms of the Adviser's overall responsibilities with respect to the Fund and the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws state and regulationsfederal laws, and (iii) in the opinion of the Adviser, the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. It is recognized that Subject to seeking the services provided by such brokers most favorable price and execution, the Board of Trustees may be useful to cause the Adviser to effect transactions in connection with portfolio securities through broker dealers in a manner that will help generate resources to pay the Adviser's services cost of certain expenses which the Fund is required to other clients. On occasions when pay or for which the Fund is required to arrange payment. (c) When the Adviser deems the purchase or sale of a security to be in the best interests interest of the Fund as well as other clients of the Adviserits clients, the Adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold or purchased in order to attempt to obtain the most a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities sold so purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such its other affected clients.

Allocation of Brokerage. The Sub-Adviser is authorizedshall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Sub-Adviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions initiated by the Sub-Adviser, and for the selection of the markets on or in which the transactions will be executed, subject to conformance with the supervision of the Board of Trustees of policies and procedures disclosed in the Fund, to place orders for the purchase and sale of the Fund's investments with or through such persons, brokers or dealers and to negotiate commissions to be paid on such transactions in accordance with the Fund's policies with respect to brokerage set forth in the ’s Prospectus and Statement of Additional InformationInformation and the policies and procedures adopted by Great-West Funds’ Board of Directors. a. In executing portfolio transactions, the Sub-Adviser will give primary consideration to securing best execution. The In assessing the best overall terms available for any transaction, the Sub-Adviser maywill consider factors it deems relevant, on behalf including, but not limited to, the breadth of the Fundmarket in the security, pay brokerage commissions the price of the security, the financial condition and execution capability of the broker, dealer or other party and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers, dealers or other parties to execute a broker which provides particular transaction, and in evaluating the best overall terms available, the Sub-Adviser is authorized to consider the brokerage and research services (as those terms are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided to the Fund and/or other accounts over which the Sub-Adviser or its affiliates exercise investment discretion, subject to review by Great-West Funds’ Board of Directors from time to time with respect to the extent and continuation of this practice. Nothing in this paragraph shall be deemed to prohibit the Sub-Adviser from paying an amount of commission for effecting a securities transaction in excess of the amount of commission another broker member of an exchange, broker, or dealer would have charged for effecting the that transaction, provided (i) if the Sub-Adviser determines in good faith that the such amount is of commission was reasonable in relation to the value of the brokerage and research services provided by the executing broker such member, broker, or dealer, viewed in terms of the either that particular transaction or in terms of the Adviser's its overall responsibilities with respect to the Fund and the and/or other accounts as to over which the Sub-Adviser exercises or its affiliates exercise investment discretion. In addition, (ii) such payment is made if, in compliance with Section 28(e) the judgment of the Securities Exchange Act of 1934, as amended, and any other applicable laws and regulations, and (iii) in the opinion of the Sub-Adviser, the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. It is recognized that the services provided by such brokers may be useful to the Adviser in connection with the Adviser's services to or other clients. , would be benefited by supplemental investment and market research and security and economic analysis from other persons or entities outside of the context described above, the Sub-Adviser is authorized to obtain, and pay at its own expense, for such information. b. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests interest of the Fund Account as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other instruments to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient best execution. In such event, allocation of the securities sold or purchasedother instruments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Adviser it considers to be the most equitable and consistent with its fiduciary obligations to Great-West Funds in respect of the Fund and to such other clients. c. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Fund Account with a broker or dealer which is (i) an affiliated person of Great-West Funds, the Adviser or any sub-adviser for any other series of Great-West Funds; (ii) a principal underwriter of Great-West Funds’ shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-1 of the 1940 Act and Great-West Funds’ Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of the 1940 Act and Great-West Funds’ Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers and that the Sub-Adviser shall not be liable to the extent that it executes a portfolio transaction for the Fund Account with a person not listed on the current list then in the Sub-Adviser’s possession. d. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Fund or any other series of Great-West Funds concerning the Sub-Adviser’s transactions in securities or other assets of the Fund pursuant to this Agreement, and (ii) will be limited to providing investment advice to the Fund with respect to the Fund Account.

Allocation of Brokerage. (a) The Adviser is authorized, subject to the supervision of the Trust's Board of Trustees and consistent with any policies and procedures the Board of the FundTrustees may from time to time adopt, to place orders for the purchase and sale of the Fund's investments with or through such persons, brokers or dealers securities and to negotiate commissions to be paid on such transactions transactions. The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of securities for each Fund and is directed to use its best efforts to obtain the best net results as described in accordance with the each Fund's statement of additional information. (b) Subject to the appropriate policies with respect to brokerage set forth in and procedures approved by the Prospectus and Statement Trust's Board of Additional Information. The Trustees, the Adviser may, on behalf of the each Fund, pay brokerage commissions to a broker which provides brokerage and research services to the Adviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Adviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided by the executing broker in terms of the particular transaction or in terms of the Adviser's overall responsibilities with respect to the each Fund and the accounts as to which the Adviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws state and regulationsfederal laws, and (iii) in the opinion of the Adviser, the total commissions paid by the a Fund will be reasonable in relation to the benefits to the that Fund over the long term. It is recognized that Subject to seeking the services provided by such brokers most favorable price and execution, the Board of Trustees may be useful to cause the Adviser to effect transactions in connection with portfolio securities through broker dealers in a manner that will help generate resources to pay the Adviser's services cost of certain expenses which each Fund is required to other clients. On occasions when pay or for which each Fund is required to arrange payment. (c) When the Adviser deems the purchase or sale of a security to be in the best interests interest of the a Fund as well as other clients of the Adviserits clients, the Adviser, Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold or purchased in order to attempt to obtain the most a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities sold so purchased or purchasedsold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the that Fund and to such its other affected clients.

Allocation of Brokerage. The Sub-Adviser is authorizedshall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Sub-Adviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions initiated by the Sub-Adviser, and for the selection of the markets on or in which the transactions will be executed, subject to conformance with the supervision of the Board of Trustees of policies and procedures disclosed in the Fund, to place orders for the purchase and sale of the Fund's investments with or through such persons, brokers or dealers and to negotiate commissions to be paid on such transactions in accordance with the Fund's policies with respect to brokerage set forth in the ’s Prospectus and Statement of Additional InformationInformation and the policies and procedures adopted by Great-West Funds’ Board of Directors. a. In executing portfolio transactions, the Sub-Adviser will give primary consideration to securing best execution. The In assessing the best overall terms available for any transaction, the Sub-Adviser maywill consider factors it deems relevant, on behalf including, but not limited to, the breadth of the Fundmarket in the security, pay brokerage commissions the price of the security, the financial condition and execution capability of the broker, dealer or other party and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers, dealers or other parties to execute a broker which provides particular transaction, and in evaluating the best overall terms available, the Sub-Adviser is authorized to consider the brokerage and research services (as those terms are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided to the Fund and/or other accounts over which the Sub-Adviser or its affiliates exercise investment discretion, subject to review by Great-West Funds’ Board of Directors from time to time with respect to the extent and continuation of this practice.. Nothing in this paragraph shall be deemed to prohibit the Sub-Adviser from paying an amount of commission for effecting a securities transaction in excess of the amount of commission another broker member of an exchange, broker, or dealer would have charged for effecting the that transaction, provided (i) if the Sub-Adviser determines in good faith that the such amount is of commission was reasonable in relation to the value of the brokerage and research services provided by the executing broker such member, broker, or dealer, viewed in terms of the either that particular transaction or in terms of the Adviser's its overall responsibilities with respect to the Fund and the and/or other accounts as to over which the Sub-Adviser exercises or its affiliates exercise investment discretion. In addition, (ii) such payment is made if, in compliance with Section 28(e) the judgment of the Securities Exchange Act of 1934, as amended, and any other applicable laws and regulations, and (iii) in the opinion of the Sub-Adviser, the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. It is recognized that the services provided by such brokers may be useful to the Adviser in connection with the Adviser's services to or other clients. , would be benefited by supplemental investment and market research and security and economic analysis from other persons or entities outside of the context described above, the Sub-Adviser is authorized to obtain, and pay at its own expense, for such information. b. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests interest of the Fund Account as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other instruments to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient best execution. In such event, allocation of the securities sold or purchasedother instruments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Adviser it considers to be the most equitable and consistent with its fiduciary obligations to Great-West Funds in respect of the Fund and to such other clients. Without limitation of the foregoing, pursuant to the rules of the Commodity Futures Trading Commission, the Sub-Adviser shall be permitted to aggregate orders and transact “block” transactions in swaps (which include certain options and foreign exchange forwards) pursuant to the Sub-Adviser’s policies as disclosed in its Form ADV as it may be amended from time to time. c. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Fund Account with a broker or dealer which is (i) an affiliated person of Great-West Funds, the Adviser or any sub-adviser for any other series of Great-West Funds; (ii) a principal underwriter of Great-West Funds’ shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-1 of the 1940 Act and Great-West Funds’ Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of the 1940 Act and Great-West Funds’ Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers and that the Sub-Adviser shall not be liable to the extent that it executes a portfolio transaction for the Fund Account with a person not listed on the current list then in the Sub-Adviser’s possession. d. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Fund or any other series of Great-West Funds concerning the Sub-Adviser’s transactions in securities or other assets of the Fund pursuant to this Agreement, and (ii) will be limited to providing investment advice to the Fund with respect to the Fund Account.