Common use of Execution of Investment Account Transactions Clause in Contracts

Execution of Investment Account Transactions. With respect to Account investments made by Advisor, in selecting a broker or dealer, Advisor may consider, among other things, the broker or dealer’s execution capabilities, reputation and access to the markets for the securities being traded and generally will seek competitive commission rates but will not necessarily attempt to obtain the lowest possible commission rate for transactions for the Account. Client understands and accepts this. Consistent with obtaining best execution, transactions for Client’s Account may be directed to brokers in return for research or brokerage services furnished by them to Advisor. Such research generally will be used to service all of Advisor’s clients, but brokerage commissions paid by Client may be used to pay for research that is not used in managing Client’s Account. Advisor may, in its discretion, cause the Account to pay brokers a commission greater than another qualified broker may charge to effect the same transaction where Advisor determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services received. All brokerage commissions, stock transfer fees, and other similar charges incurred in connection with transactions for the Account will be paid out of the assets in the Account and are in addition to the fees set forth herein. Advisor may combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among Advisor’s clients (including Client) differences in prices that might have been obtained had such orders been placed independently. Under this procedure, such publicly traded securities transactions will be averaged as to price and transaction costs and will be allocated among Advisor’s clients (including Client) in proportion to the purchase and sale orders actually placed for each client account on any given day. Advisor may give a copy of this Agreement to any broker, dealer or other party to a transaction for the Account, as evidence of Advisor’s authority to act for Client. Section 28(e) of the United States Securities Exchange Act of 1934, as amended, establishes a safe harbor (the “Section 28(e) safe harbor” or “safe harbor”) allowing investment managers to use client funds, by way of commission dollars, to purchase certain “brokerage and research services.” Pursuant to such safe harbor, the brokerage and research services must provide lawful and appropriate assistance to the investment manager in the performance of its investment decision-making responsibilities. Further, the amount of commissions paid by the investment manager must be reasonable in light of the value of the brokerage or research services offered, taking into account various factors, including commission rates, financial responsibility and strength and ability of the broker to efficiently execute transactions. Accordingly, if Advisor determines in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage or research services provided by such broker, Advisor may cause the Account to pay commissions to such broker in an amount greater than the amount another broker might charge. Advisor intends to use soft dollars to acquire research services. Soft dollar items within and outside of the Section 28(e) safe harbor of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether provided directly or indirectly, may be utilized for the benefit of Advisor. With respect to soft dollar items outside the safe harbor, items include certain research reports, third party investment consultants, Bloomberg service and terminals, and investment related travel.

Execution of Investment Account Transactions. With respect to Adviser will arrange for the execution of securities transactions for the Account investments made by Advisor, in through brokers or dealers that Adviser reasonably believes will provide best execution. In selecting a broker or dealer, Advisor Adviser may consider, among other things, the broker or dealer’s execution capabilities, reputation and access to the markets for the securities being traded and traded. Adviser generally will seek competitive commission rates but will not necessarily attempt to obtain the lowest possible commission rate for transactions for the Account. Client understands and accepts this. Consistent with obtaining best execution, transactions for Client’s Account may be directed to brokers in return for research or brokerage services furnished by them to AdvisorAdviser. Such research generally will be used to service all of AdvisorAdviser’s clients, but brokerage commissions paid by Client may be used to pay for research that is not used in managing Client’s Account. Advisor Adviser may, in its discretion, cause the Account to pay brokers a commission greater than another qualified broker may might charge to effect the same transaction where Advisor Adviser determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services received. All brokerage commissionsConsistent with obtaining best execution, stock transfer feesAdviser may also direct Client transactions for execution through TD Ameritrade, a registered broker-dealer that is NOT affiliated with Adviser. Where transactions are effected through TD Ameritrade, TD Ameritrade may act on an agency or principal basis to the extent permitted by law, and other similar charges incurred in connection with transactions for the Account will be paid out entitled to compensation for its services and may receive other benefits. Client authorizes TD Ameritrade to effect “agency cross” transactions (that is, transactions in which TD Ameritrade acts as broker for both Client and the parties on the other side of the assets in transactions) to the Account and are extent permitted by law. Client understands that TD Ameritrade may receive compensation from the other parties to such transactions in addition to commissions charged to Client, and TD Ameritrade may have conflicting interests, loyalties and responsibilities. Client may revoke this authorization at any time by written notice to Adviser. Transactions for each client account generally will be effected independently unless Adviser decides to purchase or sell the fees set forth hereinsame securities for several clients at approximately the same time. Advisor 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 AdvisorAdviser’s clients (including Client) differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, such publicly traded securities transactions will be averaged as to price and transaction costs and will be allocated among AdvisorAdviser’s clients (including Client) in proportion to the purchase and sale orders actually placed for each client account on any given day. Advisor 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 Instead of allowing Adviser to select brokers or dealers for the Account, Client may direct Adviser in writing to use a particular broker or dealer to execute all transactions for Client’s Account. In that case, Client will negotiate terms and arrangements for the Account with that broker or dealer, and Adviser will not seek better execution services or prices from other brokers or dealers or be able to “batch” Client transactions for execution through other brokers or dealers with orders for other accounts managed by Adviser. As a result, Client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the Account than would otherwise be the case. 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 AdvisorAdviser’s authority to act for Client. Section 28(e) of the United States Securities Exchange Act of 1934, as amended, establishes a safe harbor (the “Section 28(e) safe harbor” or “safe harbor”) allowing investment managers to use client funds, by way of commission dollars, to purchase certain “brokerage and research services.” Pursuant to such safe harbor, the brokerage and research services must provide lawful and appropriate assistance to the investment manager in the performance of its investment decision-making responsibilities. Further, the amount of commissions paid by the investment manager must be reasonable in light of the value of the brokerage or research services offered, taking into account various factors, including commission rates, financial responsibility and strength and ability of the broker to efficiently execute transactions. Accordingly, if Advisor determines in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage or research services provided by such broker, Advisor may cause the Account to pay commissions to such broker in an amount greater than the amount another broker might charge. Advisor intends to use soft dollars to acquire research services. Soft dollar items within and outside of the Section 28(e) safe harbor of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether provided directly or indirectly, may be utilized for the benefit of Advisor. With respect to soft dollar items outside the safe harbor, items include certain research reports, third party investment consultants, Bloomberg service and terminals, and investment related travel.

Execution of Investment Account Transactions. With respect to Advisor will arrange for the execution of securities transactions for the Account investments made by Advisor, in through brokers or dealers that Advisor reasonably believes will provide the best execution. In selecting a broker or dealer, Advisor may consider, among other things, the broker or dealer’s execution capabilities, reputation and access to the markets for the securities being traded and traded. Advisor generally will seek competitive commission rates but will not necessarily attempt to obtain the lowest possible commission rate for transactions for the Account. Client understands and accepts this. Consistent with obtaining best execution, transactions for Client’s Account may be directed to brokers in return for research or brokerage services furnished by them to Advisor. Such research generally will be used to service all of Advisor’s clients, but brokerage commissions paid by Client may be used to pay for research that is not used in managing Client’s Account. Advisor may, in its discretion, cause the Account to pay brokers a commission greater than another qualified broker may might charge to effect the same transaction where Advisor determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services received. All brokerage commissions, stock transfer fees, and other similar charges incurred in connection with transactions Transactions for the Account each client account generally will be paid out of effected independently, unless Advisor decides to purchase or sell the assets in same securities for several clients at approximately the Account and are in addition to the fees set forth hereinsame time. Advisor 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 Advisor’s clients (including Client) differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, such publicly traded securities transactions will be averaged as to price and transaction costs and will be allocated among Advisor’s clients (including Client) in proportion to the purchase and sale orders actually placed for each client account on any given day. Instead of allowing Advisor to select brokers or dealers for the Account, Client may direct Advisor in writing to use a particular broker or dealer to execute all transactions for Client’s Account. In that case, Client will negotiate terms and arrangements for the Account with that broker or dealer, and Advisor will not seek better execution services or prices from other broker or dealers or be able to “batch” Client transactions for execution through other brokers or dealers with orders for other accounts managed by Advisor. As a result, Client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the Account than would otherwise be the case. Client authorizes and directs Advisor to instruct all brokers and dealers executing orders for Client to forward confirmations of those transactions to Custodian (as defined below) and Advisor. Advisor 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 Advisor’s authority to act for Client. Section 28(e) of the United States Securities Exchange Act of 1934, as amended, establishes a safe harbor (the “Section 28(e) safe harbor” or “safe harbor”) allowing investment managers to use client funds, by way of commission dollars, to purchase certain “brokerage and research services.” Pursuant to such safe harbor, the brokerage and research services must provide lawful and appropriate assistance to the investment manager in the performance of its investment decision-making responsibilities. Further, the amount of commissions paid by the investment manager must be reasonable in light of the value of the brokerage or research services offered, taking into account various factors, including commission rates, financial responsibility and strength and ability of the broker to efficiently execute transactions. Accordingly, if Advisor determines in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage or research services provided by such broker, Advisor may cause the Account to pay commissions to such broker in an amount greater than the amount another broker might charge. Advisor intends to use soft dollars to acquire research services. Soft dollar items within and outside of the Section 28(e) safe harbor of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether provided directly or indirectly, may be utilized for the benefit of Advisor. With respect to soft dollar items outside the safe harbor, items include certain research reports, third party investment consultants, Bloomberg service and terminals, and investment related travel.

Execution of Investment Account Transactions. With respect to Adviser will arrange for the execution of securities transactions for the Account investments made by Advisor, in through brokers or dealers that Adviser reasonably believes will provide best execution. In selecting a broker or dealer, Advisor Adviser may consider, among other things, the broker or dealer’s execution capabilities, reputation and access to the markets for the securities being traded and traded. Adviser generally will seek competitive commission rates but will not necessarily attempt to obtain the lowest possible commission rate for transactions for the Account. Client understands and accepts this. Consistent with obtaining best execution, transactions for Client’s Account may be directed to brokers in return for research or brokerage services furnished by them to AdvisorAdviser. Such research generally will be used to service all of AdvisorAdviser’s clients, but brokerage commissions paid by Client may be used to pay for research that is not used in managing Client’s Account. Advisor Adviser may, in its discretion, cause the Account to pay brokers a commission greater than another qualified broker may might charge to effect the same transaction where Advisor Adviser determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services received. All brokerage commissions, stock transfer fees, and other similar charges incurred in connection with transactions Transactions for the Account each client account generally will be paid out of effected independently unless Adviser decides to purchase or sell the assets in same securities for several clients at approximately the Account and are in addition to the fees set forth hereinsame time. Advisor Adviser may (but is not obliged to) combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among AdvisorAdviser’s clients (including Client) differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, such publicly traded securities transactions will be averaged average as to price and transaction costs and will be allocated among AdvisorAdviser’s clients (including Client) in proportion to the purchase and sale orders actually placed for each client account on any given day. Advisor 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. Instead of allowing Adviser to select brokers or dealers for the Account, Client may direct Adviser in writing to use a particular broker or dealer to execute all transactions for Client’s Account. In that case, Client will negotiate terms and arrangements for the Account with that broker or dealer, and Adviser will not seek better execution services or prices from other brokers or dealers or be able to “batch” Client transactions for execution through other brokers or dealers with orders for other accounts managed by Adviser. As a result, Client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the Account than would otherwise be the case. Clients 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 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 statement Adviser provides, to keep informed of the status of Client’s account. Please check this here if Client does wish to receive transaction 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 evidence of AdvisorAdviser’s authority to act for Client. Section 28(e) of the United States Securities Exchange Act of 1934, as amended, establishes a safe harbor (the “Section 28(e) safe harbor” or “safe harbor”) allowing investment managers to use client funds, by way of commission dollars, to purchase certain “brokerage and research services.” Pursuant to such safe harbor, the brokerage and research services must provide lawful and appropriate assistance to the investment manager in the performance of its investment decision-making responsibilities. Further, the amount of commissions paid by the investment manager must be reasonable in light of the value of the brokerage or research services offered, taking into account various factors, including commission rates, financial responsibility and strength and ability of the broker to efficiently execute transactions. Accordingly, if Advisor determines in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage or research services provided by such broker, Advisor may cause the Account to pay commissions to such broker in an amount greater than the amount another broker might charge. Advisor intends to use soft dollars to acquire research services. Soft dollar items within and outside of the Section 28(e) safe harbor of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether provided directly or indirectly, may be utilized for the benefit of Advisor. With respect to soft dollar items outside the safe harbor, items include certain research reports, third party investment consultants, Bloomberg service and terminals, and investment related travel.