Common use of Selecting a Broker Clause in Contracts

Selecting a Broker. The Client hereby directs that transactions for the Account should be executed through (the "Directed Broker"). In selecting the Directed Broker, the Client has the sole responsibility for negotiating commission rates and other transaction costs with the Directed Broker. Although Client has selected a Directed Broker, Client agrees that Adviser will not be required to effect any transaction through the Directed Broker if Adviser reasonably believes that to do so may result in a breach of its duties as a fiduciary. Client understands that by instructing Adviser to execute all transactions on behalf of the Account through the Directed Broker, a disparity may exist between the commissions borne by the Account and the commissions borne by Adviser's other clients that do not direct Adviser to use a particular broker- dealer. Client also understands that by instructing Adviser to execute all transactions on behalf of the Account through the Directed Broker, Client may not necessarily obtain commission rates and execution as favorable as those that would be obtained if Adviser was able to place transactions with other broker-dealers. Client also may forego benefits that Adviser may be able to obtain for its other clients through, for example, negotiating volume discounts or block trades. If the Account is maintained on behalf of a plan subject to the Employee Retirement Income Security Act of 1974 ("ERISA") or similar government regulation, Client represents that the Directed Broker is capable of providing best execution for the Account's brokerage transactions, and that the commission rates that Client negotiated are reasonable in relation to the brokerage and other services received by the plan. Client will monitor the services provided by the Directed Broker to assure that the plan continues to receive best execution and pay reasonable commissions. Client represents that the use of the Directed Broker is for the exclusive benefit of the plan. Advisor attests compliance with the Impartial Conduct Standards of ERISA including: acting in the best interest of the retirement investor; ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. • Pittsburgh, PA 15215 Telephone (▇▇▇) ▇▇▇-▇▇▇▇ • Fax: (▇▇▇) ▇▇▇-▇▇▇▇ • Toll Free: (▇▇▇) ▇▇▇-▇▇▇▇ • ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ receiving no more than reasonable compensation for our service; and not making any materially misleading statements about a recommendation transaction, fees and compensation, material conflicts of interest, or any other relevant matters. Further, advisor defines itself as a Fiduciary under ERISA. Transactions for each client account generally will be effected independently unless Adviser decides to purchase or sell the same securities for several clients at approximately the same time. Adviser may (but is not obligated to) combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and will be allocated among Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If Adviser cannot obtain execution of all the combined orders at prices or for transactions costs that Adviser believes are desirable, Adviser will allocate the securities Adviser does buy or sell as part of the combined orders by following Adviser’s order allocation procedures.1 Client authorizes and directs Adviser to instruct all brokers and dealers executing orders for Client to forward confirmations of those transactions to Custodian (as defined below) and Adviser. If Client wishes, Adviser will instruct the brokers and dealers that execute orders for Client's account to send Client all transaction confirmations. Or, Client may choose not to receive confirmations and instead rely on Client's quarterly statements from the Custodian and the statements Adviser provides, to keep informed of the status of Client's account. Please check this box if Client does not wish to receive individual confirmations. (Client may change this decision at any time and instruct Adviser, in writing, to have all confirmations sent directly to Client.) Adviser may give a copy of this Agreement to any broker, dealer or other party to a transaction for the Account, or the Custodian (as defined below) as evidence of Adviser’s authority to act for Client.

Selecting a Broker. The Client hereby directs that transactions for the Account should be executed through broker described in Account Guidelines or such other directed broker as Client may designate in writing (the "Directed Broker"). In selecting the Directed Broker, the Client has the sole responsibility for negotiating commission rates and other transaction costs with the Directed Broker. Although Client has selected a Directed Broker, Client agrees that Adviser will not be required to effect any transaction through the Directed Broker if Adviser reasonably believes that to do so may result in a breach of its duties as a fiduciary. Client understands that by instructing Adviser to execute all transactions on behalf of the Account through the Directed Broker, a disparity may exist between the commissions borne by the Account and the commissions borne by Adviser's ’s other clients that do not direct Adviser to use a particular broker- broker-dealer. Client also understands that by instructing Adviser to execute all transactions on behalf of the Account through the Directed Broker, Client may not necessarily obtain commission rates and execution as favorable as those that would be obtained if Adviser was were able to place transactions with other broker-dealers. Client may also may forego benefits that Adviser may be able to obtain for its other clients through, for example, negotiating volume discounts or block trades. If the Account is maintained on behalf of a plan subject to the Employee Retirement Income Security Act of 1974 ("ERISA") or similar government regulation, Client represents that the that: (a) The Directed Broker is capable of providing best execution for the Account's ’s brokerage transactions, and that the commission rates that Client negotiated are reasonable in relation to the brokerage and other services received by the plan. , and Client will monitor the services provided by the Directed Broker to assure that the plan continues to receive best execution and pay reasonable commissions. Client represents that the ; (b) The use of the Directed Broker is for the exclusive benefit of the plan. Advisor attests compliance , and the brokerage arrangement that Client is directing Adviser to implement is for the exclusive purpose of defraying reasonable administrative costs of Client and is in recognition that the goods and services that the Directed Broker provides will inure solely to the benefit of Client and its beneficiaries; (c) The direction of brokerage commissions to the Directed Broker does not and will not constitute a "prohibited transaction" under Section 406 of ERISA, or otherwise contravene any other provision of ERISA or other applicable statute or regulation; and (d) The direction of brokerage commissions to the Directed Broker is consistent with the Impartial Conduct Standards applicable plan and/or trust documents and will not conflict with any contractual, fiduciary or other obligations of ERISA including: acting in the best interest of the retirement investor; ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. • PittsburghClient, PA 15215 Telephone (▇▇▇) ▇▇▇-▇▇▇▇ • Fax: (▇▇▇) ▇▇▇-▇▇▇▇ • Toll Free: (▇▇▇) ▇▇▇-▇▇▇▇ • ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ receiving no more than reasonable compensation for our service; and not making any materially misleading statements about a recommendation transaction, fees and compensation, material conflicts of interest, fiduciary or any other relevant matters. Further, advisor defines itself as a Fiduciary under ERISA. Transactions for each client account generally will be effected independently unless Adviser decides to purchase or sell the same securities for several clients at approximately the same time. Adviser may (but is not obligated to) combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and will be allocated among Adviser’s clients in proportion to the purchase and sale orders placed for each client account person acting on any given day. If Adviser cannot obtain execution of all the combined orders at prices or for transactions costs that Adviser believes are desirable, Adviser will allocate the securities Adviser does buy or sell as part of the combined orders by following Adviser’s order allocation procedures.1 Client authorizes and directs Adviser to instruct all brokers and dealers executing orders for Client to forward confirmations of those transactions to Custodian (as defined below) and Adviser. If Client wishes, Adviser will instruct the brokers and dealers that execute orders for Client's account to send Client all transaction confirmations. Or, Client may choose not to receive confirmations and instead rely on Client's quarterly statements from the Custodian and the statements Adviser provides, to keep informed of the status behalf of Client's account. Please check this box if Client does not wish to receive individual confirmations. (Client may change this decision at any time and instruct Adviser, in writing, to have all confirmations sent directly to Client.) Adviser may give a copy of this Agreement to any broker, dealer or other party to a transaction for the Account, or the Custodian (as defined below) as evidence In consideration of Adviser’s authority agreement to act for Clientdirect transactions to the Directed Broker, Client hereby releases Adviser and its agents, directors, officers, employees, and affiliates. Client agrees to indemnify and hold each of them harmless from any expenses, damages or liabilities, including, without limitation, reasonable attorney’s fees, which any of them may incur in the enforcement of this indemnification or as a result of or relating directly or indirectly to this directed brokerage arrangement.

Selecting a Broker. The Client hereby directs that transactions for the Account should be executed through (the "Directed Broker"). In selecting the Directed Broker, the Client has the sole responsibility for negotiating commission rates and other transaction costs with the Directed Broker. Although Client has selected a Directed Broker, Client agrees that Adviser will not be required to effect any transaction through the Directed Broker if Adviser reasonably believes that to do so may result in a breach of its duties as a fiduciary. Client understands that by instructing Adviser to execute all transactions on behalf of the Account through the Directed Broker, a disparity may exist between the commissions borne by the Account and the commissions borne by Adviser's other clients that do not direct Adviser to use a particular broker- broker-dealer. Client also understands that by instructing Adviser to execute all transactions on behalf of the Account through the Directed Broker, Client may not necessarily obtain commission rates and execution as favorable as those that would be obtained if Adviser was able to place transactions with other broker-dealers. Client also may forego benefits that Adviser may be able to obtain for its other clients through, for example, negotiating volume discounts or block trades. If the Account is maintained on behalf of a plan subject to the Employee Retirement Income Security Act of 1974 ("ERISA") or similar government regulation, Client represents that the Directed Broker is capable of providing best execution for the Account's brokerage transactions, and that the commission rates that Client negotiated are reasonable in relation to the brokerage and other services received by the plan. Client will monitor the services provided by the Directed Broker to assure that the plan continues to receive best execution and pay reasonable commissions. Client represents that the use of the Directed Broker is for the exclusive benefit of the plan. Advisor attests compliance with the Impartial Conduct Standards of ERISA including: acting in the best interest of the retirement investor; ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. • Pittsburgh, PA 15215 Telephone (▇▇▇) ▇▇▇-▇▇▇▇ • Fax: (▇▇▇) ▇▇▇-▇▇▇▇ • Toll Free: (▇▇▇) ▇▇▇-▇▇▇▇ • ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ receiving no more than reasonable compensation for our service; and not making any materially misleading statements about a recommendation transaction, fees and compensation, material conflicts of interest, or any other relevant matters. Further, advisor defines itself as a Fiduciary under ERISA. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ • ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ Telephone: PA (▇▇▇) ▇▇▇-▇▇▇▇ • OH (▇▇▇) ▇▇▇-▇▇▇▇ • Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Transactions for each client account generally will be effected independently unless Adviser decides to purchase or sell the same securities for several clients at approximately the same time. Adviser may (but is not obligated to) combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and will be allocated among Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If Adviser cannot obtain execution of all the combined orders at prices or for transactions costs that Adviser believes are desirable, Adviser will allocate the securities Adviser does buy or sell as part of the combined orders by following Adviser’s order allocation procedures.1 Client authorizes and directs Adviser to instruct all brokers and dealers executing orders for Client to forward confirmations of those transactions to Custodian (as defined below) and Adviser. If Client wishes, Adviser will instruct the brokers and dealers that execute orders for Client's account to send Client all transaction confirmations. Or, Client may choose not to receive confirmations and instead rely on Client's quarterly statements from the Custodian and the statements Adviser provides, to keep informed of the status of Client's account. Please check this box if Client does not wish to receive individual confirmations. (Client may change this decision at any time and instruct Adviser, in writing, to have all confirmations sent directly to Client.) Adviser may give a copy of this Agreement to any broker, dealer or other party to a transaction for the Account, or the Custodian (as defined below) as evidence of Adviser’s authority to act for Client.