Common use of Portfolio Transactions and Brokerage Clause in Contracts

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMC, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph 4 and in such manner as SMC shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Information, SMC is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMC. Such allocations shall be in such amounts and proportions as SMC may determine. If the transaction is directed to a broker providing brokerage and research services to SMC, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMC, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (ia) Transactions in portfolio securities shall be effected by SMCthe Management Company, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph 4 Section 3 and in such manner as SMC the Management Company shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (iib) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Management Company may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital to be required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iiic) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Informationprospectus, SMC the Management Company is authorized to direct the execution of the portfolio transactions for of the Fund to brokers who furnish investment information or research service services to the SMCManagement Company. Such allocations allocation shall be in such amounts and proportions as SMC the Management Company may determine. If the a transaction is directed to a broker providing supplying brokerage and research services to SMCthe Management Company, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC provided that the Management Company shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Management Company with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(328 (e)(3) of the Securities Exchange Act of 1934, as amended. (ivd) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Management Company shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (ve) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Management Company, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMC, through brokers or otherwise (including affiliated brokers)otherwise, in the manner permitted in this paragraph 4 and in such manner as SMC shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Information, SMC is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMC. Such allocations shall be in such amounts and proportions as SMC may determine. If the transaction is directed to a broker providing brokerage and research services to SMC, the commission paid for such transaction transactions may be in excess of the commission another broker would have charged for effecting that transaction, if SMC shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMC, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (ia) Transactions in portfolio securities shall be effected by SMCthe Management Company, through brokers or otherwise (including affiliated brokers)otherwise, in the manner permitted in this paragraph 4 Section 3 and in such manner as SMC the Management Company shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (iib) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Management Company may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital to be required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iiic) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Informationprospectus, SMC the Management Company is authorized to direct the execution of the portfolio transactions for of the Fund to brokers who furnish investment information or research service services to the SMCManagement Company. Such allocations allocation shall be in such amounts and proportions as SMC the Management Company may determine. If the a transaction is directed to a broker providing supplying brokerage and research services to SMCthe Management Company, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC provided that the Management Company shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Management Company with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given in such terms term or similar terms term under Section 28(e)(328 (c)(3) of the Securities Exchange Act of 1934, as amended. (ivd) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Management Company shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (ve) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Management Company, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMC, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph Section 4 and in such manner as SMC shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Information, SMC is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMC. Such allocations shall be in such amounts and proportions as SMC may determine. If the transaction is directed to a broker providing brokerage and research services to SMC, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMC, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMC, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph Section 4 and in such manner as SMC shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Information, SMC is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMC. Such allocations shall be in such amounts and proportions as SMC may determine. If the transaction is directed to a broker providing brokerage and research services to SMC, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMC, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (ia) Transactions in portfolio securities shall be effected by SMCthe Management Company, through brokers or otherwise (including affiliated brokers)otherwise, in the manner permitted in this paragraph 4 Section 3 and in such manner as SMC the Management Company shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (iib) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Management Company may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of in portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iiic) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Informationprospectus, SMC the Management Company is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service services to the SMCManagement Company. Such allocations allocation shall be in such amounts and proportions as SMC the Management Company may determine. If the a transaction is directed to a broker providing brokerage and research services to SMCthe Management Company, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC the Management Company shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Management Company with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (ivd) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Management Company shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (ve) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Management Company, better price or execution can be obtained by in utilizing the services of a broker.

Portfolio Transactions and Brokerage. (ia) Transactions in portfolio securities shall be effected by SMCthe Management Company, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph 4 Section 3 and in such manner as SMC the Management Company shall deem to be in the best interests of the Fund Trust after consideration is given to all relevant factors. (iib) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Management Company may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund Trust of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital to be required by the transaction; the overall capital strength of the broker; the broker's ’s apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iiic) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional InformationTrust’s prospectus, SMC the Management Company is authorized to direct the execution of the portfolio transactions for of the Fund Trust to brokers who furnish investment information or research service services to the SMCManagement Company. Such allocations allocation shall be in such amounts and proportions as SMC the Management Company may determine. If the a transaction is directed to a broker providing supplying brokerage and research services to SMCthe Management Company, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC provided that the Management Company shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Management Company with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "“providing brokerage and research services" ” shall have the meaning generally given such terms or similar terms under Section 28(e)(328 (e)(3) of the Securities Exchange Act of 1934, as amended. (ivd) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Management Company shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "“posted" ” commission rates. (ve) In connection with transactions on markets other than national or regional securities exchanges, the Fund Trust will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Management Company, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMC, through brokers or otherwise (including affiliated brokers)otherwise, in the manner permitted in this paragraph 4 and in such manner as SMC shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Information, SMC is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMC. Such allocations shall be in such amounts and proportions as SMC may determine. If the transaction is directed to a broker providing brokerage and research services to SMC, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMC, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMCthe Adviser, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph Section 4 and in such manner as SMC the Adviser shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Adviser may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus Prospectus(es) or Statement Statement(s) of Additional Information, SMC the Adviser is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMCAdviser. Such allocations shall be in such amounts and proportions as SMC the Adviser may determine. If the transaction is directed to a broker providing brokerage and research services to SMCthe Adviser, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC the Adviser shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Adviser with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Adviser shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Adviser, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMCthe Adviser, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph Section 4 and in such manner as SMC the Adviser shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Adviser may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution Execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's ’s apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus ’s Prospectus(es) or Statement Statement(s) of Additional Information, SMC the Adviser is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMCAdviser. Such allocations shall be in such amounts and proportions as SMC the Adviser may determine. If the transaction is directed to a broker providing brokerage and research services to SMCthe Adviser, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC the Adviser shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Adviser with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "“providing brokerage and research services" ” shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Adviser shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "“posted" ” commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Adviser, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMCthe Adviser, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph Section 4 and in such manner as SMC the Adviser shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Adviser may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's ’s apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's ’s Prospectus or Statement of Additional Information, SMC the Adviser is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMCAdviser. Such allocations shall be in such amounts and proportions as SMC the Adviser may determine. If the transaction is directed to a broker providing brokerage and research services to SMCthe Adviser, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC the Adviser shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Adviser with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "“providing brokerage and research services" ” shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Adviser shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "“posted" ” commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Adviser, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (ia) Transactions in portfolio securities shall be effected by SMCthe Adviser, through brokers or otherwise (including affiliated brokers)otherwise, in the manner permitted in this paragraph 4 Section 3 and in such manner as SMC the Adviser shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (iib) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Adviser may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of in portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iiic) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus prospectus or Statement statement of Additional Informationadditional information, SMC the Adviser is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMCAdviser. Such allocations allocation shall be in such amounts and proportions as SMC the Adviser may determine. If the transaction is directed to a broker providing brokerage and research services to SMCthe Adviser, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC the Adviser shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Adviser with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (ivd) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Adviser shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be the applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (ve) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Adviser, better price or execution can be obtained by in utilizing the services of a broker.

Portfolio Transactions and Brokerage. (ia) Transactions in portfolio securities shall be effected by SMCthe Management Company, through brokers or otherwise (including affiliated brokers)otherwise, in the manner permitted in this paragraph 4 Section 3 and in such manner as SMC the Management Company shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (iib) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Management Company may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of in portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iiic) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Informationprospectus, SMC the Management Company is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service services to the SMCManagement Company. Such allocations allocation shall be in such amounts and proportions as SMC the Management Company may determine. If the a transaction is directed to a broker providing supplying brokerage and research services to SMCthe Management Company, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC provided that the Management Company shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Management Company with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms term or similar terms term under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (ivd) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Management Company shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (ve) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Management Company, better price or execution can be obtained by in utilizing the services of a broker.

Portfolio Transactions and Brokerage. (ia) Transactions OFI is authorized, in arranging the purchase and sale of the Fund's portfolio securities, to employ or deal with such members of securities shall be effected by SMCor commodities exchanges, through brokers or otherwise dealers (including affiliated brokershereinafter "broker-dealers"), as may, in its best judgment, implement the manner permitted in this paragraph 4 and in such manner as SMC shall deem to be in the best interests policy of the Fund after consideration is given to all relevant factorsobtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain the benefit of such investment information or research as will be of significant assistance to the performance by OFI of its investment management functions. (iib) In reaching a judgment relative OFI shall select broker-dealers to effect the qualification Fund's portfolio transactions on the basis of a broker its estimate of their ability to obtain the best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular transaction, SMC may take into account portfolio transaction(s) will be judged by OFI on the basis of all relevant factors and circumstancesconsiderations including, including insofar as feasible, the size execution capabilities required by the transaction or transactions; the ability and willingness of any contemporaneous market in such securitiesthe broker-dealer to facilitate the Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed and speed, efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the brokeror confidentiality; the broker-dealer's apparent knowledge of or familiarity with sources from or to whom such particular securities may might be purchased or sold; as well as any other matters relevant to the efficiency, reliability selection of a broker-dealer for particular and confidentiality with which related transactions of the broker has handled the execution of prior similar transactionsFund. (iiic) Subject OFI shall have discretion, in the interests of the Fund, to any statements concerning the allocation of allocate brokerage contained in on the Fund's Prospectus or Statement of Additional Informationportfolio transactions to broker-dealers other than affiliated broker-dealers, SMC is authorized qualified to direct the obtain best execution of portfolio such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to brokers who furnish investment information or research service cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the SMC. Such allocations shall be in such amounts and proportions as SMC may determine. If the transaction Fund that is directed to a broker providing brokerage and research services to SMC, the commission paid for such transaction may be in excess of the amount of commission another broker broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if SMC shall have determined OFI determines, in good faith faith, that the such commission is reasonable in relation to the value of the brokerage and and/or research services providedprovided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of SMC OFI and its investment advisory affiliates with respect to all the accounts as to which it now or hereafter exercises they exercise investment discretion. For In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes of contemplated by this Agreement and that the immediately preceding sentence, "providing brokerage and research services" shall have total commissions paid by the meaning generally given such terms or similar terms under Section 28(e)(3) of Fund over a representative period selected by the Securities Exchange Act of 1934, as amendedFund's trustees were reasonable in relation to the benefits to the Fund. (ivd) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, any particular portfolio transactions or to select any broker solely broker-dealer on the basis of its purported or "posted" commission ratesrate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph 7. (ve) In connection with The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions on markets other than national or regional securities exchanges, for the Fund will deal directly only if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the selling principal or market maker without incurring charges Investment Company Act for determining the services permissible level of a broker on its behalf unless, in the best judgment of SMC, better price or execution can be obtained by utilizing the services of a brokersuch commissions.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMCthe Adviser, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph Section 4 and in such manner as SMC the Adviser shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Adviser may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's ’s apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus ’s Prospectus(es) or Statement Statement(s) of Additional Information, SMC the Adviser is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMCAdviser. Such allocations shall be in such amounts and proportions as SMC the Adviser may determine. If the transaction is directed to a broker providing brokerage and research services to SMCthe Adviser, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC the Adviser shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Adviser with respect to all accounts as to which it now or hereafter exercises investment discretion. discretion For purposes of the immediately preceding sentence, "“providing brokerage and research services" ” shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Adviser shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "“posted" ” commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Adviser, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMCthe Adviser, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph Section 4 and in such manner as SMC the Adviser shall deem to be in the best interests of the a Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Adviser may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the a Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's ’s apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the a Fund's Prospectus ’s Prospectus(es) or Statement Statement(s) of Additional Information, SMC the Adviser is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMCAdviser. Such allocations shall be in such amounts and proportions as SMC the Adviser may determine. If the transaction is directed to a broker providing brokerage and research services to SMCthe Adviser, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC the Adviser shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Adviser with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "“providing brokerage and research services" ” shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC the Adviser shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "“posted" ” commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the a Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCthe Adviser, better price or execution can be obtained by utilizing the services of a broker.

Portfolio Transactions and Brokerage. (ia) Transactions in portfolio securities shall be effected by SMCthe Management Company, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph 4 Section 3 and in such manner as SMC the Management Company shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (iib) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC the Management Company may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital to be required by the transaction; the overall capital strength of the broker; the broker's ’s apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iiic) Subject to any statements concerning the allocation of brokerage contained in the Fund's Prospectus or Statement of Additional Information’s prospectus, SMC the Management Company is authorized to direct the execution of the portfolio transactions for of the Fund to brokers who furnish investment information or research service services to the SMCManagement Company. Such allocations allocation shall be in such amounts and proportions as SMC the Management Company may determine. If the a transaction is directed to a broker providing supplying brokerage and research services to SMCthe Management Company, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC provided that the Management Company shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC the Management Company with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "providing brokerage and research services" shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "posted" commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMC, better price or execution can be obtained by utilizing the services of a broker.,

Portfolio Transactions and Brokerage. (i) Transactions in portfolio securities shall be effected by SMCSI, through brokers or otherwise (including affiliated brokers), in the manner permitted in this paragraph Section 4 and in such manner as SMC SI shall deem to be in the best interests of the Fund after consideration is given to all relevant factors. (ii) In reaching a judgment relative to the qualification of a broker to obtain the best execution of a particular transaction, SMC SI may take into account all relevant factors and circumstances, including the size of any contemporaneous market in such securities; the importance to the Fund of speed and efficiency of execution; whether the particular transaction is part of a larger intended change of portfolio position in the same securities; the execution capabilities required by the circumstances of the particular transaction; the capital required by the transaction; the overall capital strength of the broker; the broker's ’s apparent knowledge of or familiarity with sources from or to whom such securities may be purchased or sold; as well as the efficiency, reliability and confidentiality with which the broker has handled the execution of prior similar transactions. (iii) Subject to any statements concerning the allocation of brokerage contained in the Fund's ’s Prospectus or Statement of Additional Information, SMC SI is authorized to direct the execution of portfolio transactions for the Fund to brokers who furnish investment information or research service to the SMCSI. Such allocations shall be in such amounts and proportions as SMC SI may determine. If the transaction is directed to a broker providing brokerage and research services to SMCSI, the commission paid for such transaction may be in excess of the commission another broker would have charged for effecting that transaction, if SMC SI shall have determined in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided, viewed in terms of either that particular transaction or the overall responsibilities of SMC SI with respect to all accounts as to which it now or hereafter exercises investment discretion. For purposes of the immediately preceding sentence, "“providing brokerage and research services" ” shall have the meaning generally given such terms or similar terms under Section 28(e)(3) of the Securities Exchange Act of 1934, as amended. (iv) In the selection of a broker for the execution of any transaction not subject to fixed commission rates, SMC SI shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate to be applicable to such transaction, or to select any broker solely on the basis of its purported or "“posted" ” commission rates. (v) In connection with transactions on markets other than national or regional securities exchanges, the Fund will deal directly with the selling principal or market maker without incurring charges for the services of a broker on its behalf unless, in the best judgment of SMCSI, better price or execution can be obtained by utilizing the services of a broker.