Common use of Broker-Dealer Selection Clause in Contracts

Broker-Dealer Selection. The Sub-Adviser is authorized to select the brokers or dealers (collectively “Brokers”) through which to execute the purchases and sales of portfolio securities in portfolio companies. In selecting Brokers, the Sub-Adviser may give consideration to factors other than price, including, but not limited to, research services and market information. Any such services or information which the Sub-Adviser receives in connection with activities for the Company may also be used by the Sub-Adviser for the benefit of other clients and customers of the Sub-Adviser or any of its Affiliates. The Sub-Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Company to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith, taking into account factors, including without limitation, price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Company’s portfolio, and is consistent with the Sub-Adviser’s duty to seek the best execution on behalf of the Company. The Sub-Adviser shall promptly communicate to the investment committee of the Adviser and to the officers of the Company such information relating to portfolio transactions as they may reasonably request. Notwithstanding the foregoing, with regard to transactions with or for the benefit of the Company, the Adviser may not pay any commission or receive any rebates or give-ups, nor participate in any business arrangements which would circumvent this restriction.

Broker-Dealer Selection. The Sub-Adviser is authorized to select the brokers or dealers (collectively “Brokers”) through which to it shall execute the purchases and sales of portfolio securities investments in portfolio companies. In selecting Brokers, the Sub-Adviser may give consideration to factors other than price, including, but not limited to, research services and market information. Any such services or information which the Sub-Adviser receives in connection with activities for the Company Fund may also be used by the Sub-Adviser for the benefit of other clients and customers of the Sub-Adviser or any of its Affiliates. The Sub-Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Company Fund to pay a member of a national securities exchange, broker or dealer an amount of commission commission, markup or markdown for effecting a securities transaction in excess of the amount of commission commission, markup or markdown another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith, taking into account factors, including without limitation, price (including the applicable brokerage commission commission, markup or markdown, or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission commission, markup or markdown is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the CompanyFund’s portfolio, and is consistent with the Sub-Adviser’s duty to seek the best execution on behalf of the CompanyFund. The Sub-Adviser shall promptly communicate to the investment committee of the Adviser and to the officers of the Company Fund such information relating to portfolio transactions as they may reasonably request. Notwithstanding the foregoing, with regard to transactions with or for the benefit of the Company, the Adviser may not pay any commission or receive any rebates or give-ups, nor participate in any business arrangements which would circumvent this restriction.

Broker-Dealer Selection. The Sub-Adviser Advisor is authorized to select the brokers or dealers (collectively “Brokers”) through which to execute the purchases and sales of portfolio securities in portfolio companies. In selecting Brokers, the Sub-Adviser Advisor may give consideration to factors other than price, including, but not limited to, research services and market information. Any such services or information which the Sub-Adviser Advisor receives in connection with activities for the Company may also be used by the Sub-Adviser Advisor for the benefit of other clients and customers of the Sub-Adviser Advisor or any of its Affiliates. The Sub-Adviser Advisor is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Company to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith, taking into account factors, including without limitation, price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Company’s portfolio, and is consistent with the Sub-AdviserAdvisor’s duty to seek the best execution on behalf of the Company. The Sub-Adviser Advisor shall promptly communicate to the investment committee of the Adviser Advisor and to the officers of the Company such information relating to portfolio transactions as they may reasonably request. Notwithstanding the foregoing, with regard to transactions with or for the benefit of the Company, the Adviser Advisor may not pay any commission or receive any rebates or give-ups, nor participate in any business arrangements which would circumvent this restriction.

Broker-Dealer Selection. The Sub-Adviser Advisor is authorized to select the brokers or dealers (collectively “Brokers”) through which to it shall execute the purchases and sales of portfolio securities investments in portfolio companies. In selecting Brokers, the Sub-Adviser Advisor may give consideration to factors other than price, including, but not limited to, research services and market information. Any such services or information which the Sub-Adviser Advisor receives in connection with activities for the Company Fund may also be used by the Sub-Adviser Advisor for the benefit of other clients and customers of the Sub-Adviser Advisor or any of its Affiliates. The Sub-Adviser Advisor is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Company Fund to pay a member of a national securities exchange, broker or dealer an amount of commission commission, markup or markdown for effecting a securities transaction in excess of the amount of commission commission, markup or markdown another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith, taking into account factors, including without limitation, price (including the applicable brokerage commission commission, markup or markdown, or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission commission, markup or markdown is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the CompanyFund’s portfolio, and is consistent with the Sub-AdviserAdvisor’s duty to seek the best execution on behalf of the CompanyFund. The Sub-Adviser Advisor shall promptly communicate to the investment committee of the Adviser Advisor and to the officers of the Company Fund such information relating to portfolio transactions as they may reasonably request. Notwithstanding the foregoing, with regard to transactions with or for the benefit of the CompanyFund, the Adviser Sub-Advisor may not pay any commission commission, markup or markdown, or receive any rebates or give-ups, nor participate in any business arrangements which would circumvent this restriction.

Broker-Dealer Selection. The Sub-Adviser is authorized to select the brokers or dealers (collectively “Brokers”) through which to it shall execute the purchases and sales of portfolio securities investments in portfolio companies. In selecting Brokers, the Sub-Adviser may give consideration to factors other than price, including, but not limited to, research services and market information. Any such services or information which the Sub-Adviser receives in connection with activities for the Company Fund may also be used by the Sub-Adviser for the benefit of other clients and customers of the Sub-Adviser or any of its Affiliates. The Sub-Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Company Fund to pay a member of a national securities exchange, broker or dealer an amount of commission commission, markup or markdown for effecting a securities transaction in excess of the amount of commission commission, markup or markdown another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith, taking into account factors, including without limitation, price (including the applicable brokerage commission commission, markup or markdown, or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission commission, markup or markdown is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the CompanyFund’s portfolio, and is consistent with the Sub-Adviser’s duty to seek the best execution on behalf of the CompanyFund. The Sub-Adviser shall promptly communicate to the investment committee of the Adviser and to the officers of the Company Fund such information relating to portfolio transactions as they may reasonably request. Notwithstanding the foregoing, with regard to transactions with or for the benefit of the Company, the Adviser may not pay any commission or receive any rebates or give-ups, nor participate in any business arrangements which would circumvent this restriction.#49362336_v1 13

Broker-Dealer Selection. The Sub-Adviser is authorized to select the brokers or dealers (collectively “Brokers”) through which to it shall execute the purchases and sales of portfolio securities investments in portfolio companies. In selecting Brokers, the Sub-Adviser may give consideration to factors other than price, including, but not limited to, research services and market information. Any such services or information which the Sub-Adviser receives in connection with activities for the Company may also be used by the Sub-Adviser for the benefit of other clients and customers of the Sub-Adviser or any of its Affiliates. The Sub-Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Company to pay a member of a national securities exchange, broker or dealer an amount of commission commission, markup or markdown for effecting a securities transaction in excess of the amount of commission commission, markup or markdown another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith, taking into account factors, including without limitation, price (including the applicable brokerage commission commission, markup or markdown, or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission commission, markup or markdown is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Company’s portfolio, and is consistent with the Sub-Adviser’s duty to seek the best execution on behalf of the Company. The Sub-Adviser shall promptly communicate to the investment committee of the Adviser and to the officers of the Company such information relating to portfolio transactions as they may reasonably request. Notwithstanding the foregoing, with regard to transactions with or for the benefit of the Company, the Adviser may not pay any commission or receive any rebates or give-ups, nor participate in any business arrangements which would circumvent this restriction.

Broker-Dealer Selection. The Sub-Adviser Advisor is authorized to select the brokers brokers, dealers or dealers financial institutions (collectively “Brokers”) through which to it shall execute the purchases and sales of portfolio securities investments in portfolio companies. In selecting Brokers, the Sub-Adviser Advisor may give consideration to factors other than price, including, but not limited to, research services and market information. Any such services or information which the Sub-Adviser Advisor receives in connection with activities for the Company Fund may also be used by the Sub-Adviser Advisor for the benefit of other clients and customers of the Sub-Adviser Advisor or any of its Affiliatesaffiliates. The Sub-Adviser Advisor is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Company Fund to pay a member of a national securities exchange, broker exchange or dealer Brokers an amount of commission commission, markup or markdown for effecting a securities transaction in excess of the amount of commission commission, markup or markdown another member of such exchange, broker exchange or dealer Brokers would have charged for effecting that transaction, if the Sub-Adviser Advisor determines in good faith, taking into account factors, including without limitation, price (including the applicable brokerage commission commission, markup or markdown, or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission commission, markup or markdown is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker member or dealerBroker, viewed in terms of either that particular transaction or its overall responsibilities with respect to the CompanyFund’s portfolio, and is consistent with the Sub-AdviserAdvisor’s duty to seek the best execution on behalf of the CompanyFund. The Sub-Adviser Advisor will not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a member of a national securities exchange or Broker that provides brokerage and research services to the Sub-Advisor an amount of commission, markup or markdown for effecting a securities transaction in excess of the amount of commission, markup or markdown another broker or dealer would have charged for effecting that transaction, if the Sub-Advisor determines in good faith that such amount of commission, markup or markdown was reasonable in relation to the value of the brokerage and research services provided by such national securities exchange or Broker, viewed in terms of either that particular transaction or the Sub-Advisor’s overall responsibilities with respect to the Fund and/or other clients of the Sub-Advisor as to which the Sub-Advisor exercises investment discretion. The Sub-Advisor shall promptly communicate to the investment committee of the Adviser Advisor and to the officers of the Company Fund such information relating to portfolio transactions with Brokers as they may reasonably request. Notwithstanding the foregoing, with regard to transactions with or for the benefit of the CompanyFund, the Adviser Sub-Advisor may not pay any commission commission, markup or markdown, or receive any rebates or give-ups, nor participate in any business arrangements which would circumvent this restrictionSection 11(b).