Common use of Acknowledgements and Consents Clause in Contracts

Acknowledgements and Consents. The Company acknowledges that: (a) the Advisor may place orders for the execution of transactions with or through such brokers, dealers or banks as the Advisor may select in its sole discretion. In selecting such broker, Advisor will give primary consideration to obtaining the most favorable price and efficient execution. The Advisor may consider, in addition, the financial stability and reputation of brokers and dealers and the brokerage and research services (as those terms are defined in Section 28(e) of the Securities and Exchange Act of 1934, as amended) provided by brokers and dealers that may benefit the Company. The Advisor may, and is authorized to, consistent with its duty of best execution and in compliance with all applicable securities laws, pay a commission for executing a transaction which may be greater than the amount of the commission another broker or dealer might have charged for effecting that transaction, provided that the Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided. Subject to the foregoing, the Company acknowledges that such research services rendered may be useful in providing services to clients other than the Company, and that not all such information will necessarily be used by the Advisor in connection with rendering services to the Company. The Company understands and agrees that it will not direct brokerage, and that the choice of brokers is in the Advisor’s sole discretion; (i) the Advisor acts as adviser to other clients and may give advice, and take action, with respect to any of those clients which may differ from the advice given, or the time or nature of action taken, with respect to the Company’s Account; (ii) where there is a limited supply of a security, the Advisor will use its best efforts to allocate or rotate investment opportunities in a fair and equitable manner, and the Company acknowledges that the Advisor cannot assure, and assumes no responsibility for, equality among all accounts and customers; (iii) affiliates of the Advisor and officers, directors and employees of the Advisor and such affiliates of the Advisor may engage in transactions, or cause or advise other customers to engage in transactions, which may differ from or be identical to transactions engaged in by the Advisor for the Investment Portfolios and the Company acknowledges that the Advisor and affiliates of the Advisor and officers, directors and employees of the Advisor and such affiliates of the Advisor may at any time acquire, increase, decrease or dispose of positions in securities or other assets which are, at the same time being acquired, held or disposed of for the Company’s Account; and (iv) the Advisor shall not have any obligation to recommend any transaction or initiate the purchase or sale of any security or other asset for the Investment Portfolios which any of such affiliates or any of the officers, directors or employees of Advisor or such affiliates may engage in for their own accounts or the account of any other customer, except as otherwise required by applicable law; (c) from time to time the Advisor may determine, in its reasonable judgment, to sell a security for the Company that certain of the Advisor’s investment advisory clients or the clients of its affiliated broker-dealer wishes to buy, or buy a security that certain of the Advisor’s investment advisory clients or the clients of its affiliated broker-dealer wishes to sell. Such an agency-cross transaction could result in the payment of fees to the Advisor by both the Company and such other client. By execution of this agreement, the Company authorizes and grants consent to the Advisor to participate in agency-cross transactions involving the Investment Portfolios. The Company may revoke its consent at any time by written notice to the Advisor; and (d) the Advisor may aggregate sales and purchase orders for the Company’s Account with similar orders being made concurrently for other accounts managed by the Advisor, if in the Advisor’s reasonable judgment such aggregation shall result in an overall economic benefit to the Company’s Account, taking into consideration the selling or purchase price, brokerage commission and other expenses; in such case the actual prices applicable to the transaction will be averaged among the accounts for which the transaction is effected, including the Company’s Account.

Acknowledgements and Consents. The Company acknowledges that: (a) the Advisor may place orders for the execution of transactions with or through such brokers, dealers or banks as the Advisor may select in its sole discretion. In selecting such broker, Advisor will give primary consideration to obtaining the most favorable price and efficient execution. The Advisor may consider, in addition, the financial stability and reputation of brokers and dealers and the brokerage and research services (as those terms are defined in Section 28(e) of the Securities and Exchange Act of 1934, as amended) provided by brokers and dealers that may benefit the Company. The Advisor may, and is authorized to, consistent with its duty of best execution and in compliance with all applicable securities laws, pay a commission for executing a transaction which may be greater than the amount of the commission another broker or dealer might have charged for effecting that transaction, provided that the Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided. Subject to the foregoing, the Company acknowledges that such research services rendered may be useful in providing services to clients other than the Company, and that not all such information will necessarily be used by the Advisor in connection with rendering services to the Company. The Company understands and agrees that it will not direct brokerage, and that the choice of brokers is in the Advisor’s sole discretion; (i) the Advisor acts as adviser to other clients and may give advice, and take action, with respect to any of those clients which may differ from the advice given, or the time or nature of action taken, with respect to the Company’s Account; (ii) where there is a limited supply of a security, the Advisor will use its best efforts to allocate or rotate investment opportunities in a fair and equitable manner, and the Company acknowledges that the Advisor cannot assure, and assumes no responsibility for, equality among all accounts and customers; (iii) affiliates of the Advisor and officers, directors and employees of the Advisor and such affiliates of the Advisor may engage in transactions, or cause or advise other customers to engage in transactions, which may differ from or be identical to transactions engaged in by the Advisor for the Investment Portfolios Account and the Company acknowledges that the Advisor and affiliates of the Advisor and officers, directors and employees of the Advisor and such affiliates of the Advisor may at any time acquire, increase, decrease or dispose of positions in securities or other assets which are, at the same time being acquired, held or disposed of for the Company’s Account; and (iv) the Advisor shall not have any obligation to recommend any transaction or initiate the purchase or sale of any security or other asset for the Investment Portfolios Account which any of such affiliates or any of the officers, directors or employees of Advisor or such affiliates may engage in for their own accounts or the account of any other customer, except as otherwise required by applicable law; (c) from time to time the Advisor may determine, in its reasonable judgment, to sell a security for the Company that certain of the Advisor’s investment advisory clients or the clients of its affiliated broker-dealer wishes to buy, or buy a security that certain of the Advisor’s investment advisory clients or the clients of its affiliated broker-dealer wishes to sell. Such an agency-cross transaction could result in the payment of fees to the Advisor by both the Company and such other client. By execution of this agreement, the Company authorizes and grants consent to the Advisor to participate in agency-cross transactions involving the Investment PortfoliosAccount. The Company may revoke its consent at any time by written notice to the Advisor; and (d) the Advisor may aggregate sales and purchase orders for the Company’s Account with similar orders being made concurrently for other accounts managed by the Advisor, if in the Advisor’s reasonable judgment such aggregation shall result in an overall economic benefit to the Company’s Account, taking into consideration the selling or purchase price, brokerage commission and other expenses; in such case the actual prices applicable to the transaction will be averaged among the accounts for which the transaction is effected, including the Company’s Account.