Common use of Window Trading Clause in Contracts

Window Trading. We consider our Window Trading, often referred to as “a Window”, to be an innovative way to execute orders efficiently. Instead of being executed immediately, Window orders are processed one or more times per day and executed. The current number and timing of Windows available to you is as provided on our websites or is as negotiated with your Advisor, Manager, or third-party brokerage firm. We may provide from time to time fewer or additional Windows for various reasons and at different fees. We reserve the right to add, remove and change Window Trade deadlines, without notice, at any time. We retain discretion as to the timing of a Window Trade, and therefore we cannot guarantee that every Window will occur as scheduled or at all. You understand and agree that your order will not be routed for execution immediately once the deadline for submitting an order to a Window has passed because additional processing is necessary (e.g., your order is combined with other orders in the same security and on the same side of the market, if any, and certain price validations are performed) and we may vary the time at which the combined order is routed to the market, or the amount of the combined order that is routed to the market, to prevent other market participants from anticipating our orders and trading in a manner that negatively impacts our execution quality or to attempt to maximize the numbers of shares executed in any particular order routed for execution. You further understand and agree that there may be times when Windows are delayed or are cancelled for various reasons, such as quote vendor failures, computer failures or events affecting the markets. When you submit an order to participate in a Window Trade, you are not instructing us to execute your order immediately when we receive it, but instead you are instructing us to treat your order as “not held” and to execute it in the next scheduled Window, which could be the same day you submit your order or the following trading day and the timing of which will occur in our sole discretion but generally around the times posted on our websites. In this regard, you are providing us discretion as to the timing of when we will attempt to execute your order and the price to be obtained. To execute Window orders, we generally send an aggregate order, or multiple aggregate orders to a market center for execution, which market center may include GSCO, or to a mutual fund company for fulfillment. The aggregate order(s) may be an aggregate of orders for your account(s), orders from other customer accounts, and orders from our account(s) when necessary to round up aggregate customer interest to a full share, or we may modify your order or the aggregate order as necessary, to round down aggregate customer interest to a full share and/or to process what would be odd lots where a security or market center does not trade in odd lots. We may also execute Window orders by selling securities to aggregate buy orders or by buying securities from aggregate sell orders. In certain circumstances, we may choose not to provide an order from our account(s), or to buy from or sell to aggregate orders, where our accounts may be subject to restrictions or limitations that prohibit us, or make it difficult for us, to buy or sell such securities from our account(s). In these circumstances, we will not add orders from our own account(s) to an order for a fractional amount of shares as a means to round up to a whole share amount (e.g., rounding up to 101 shares from the aggregate customer order for 100.25 shares), and instead we will round down the aggregate customer interest to the nearest whole share (e.g., 100 shares). In addition, we may choose not to buy from or sell to the aggregate order. As a result, you may buy or sell less shares than you expected and/or there could be a delay in obtaining an execution of your order, if for example, the aggregate customer trading interest is less than a full share. To minimize the impact on customer aggregate sell orders, we reserve the right, in our sole discretion, to fill orders first from customers that are selling their entire position and fractional orders from customers who are transferring their accounts to another broker-dealer or to take other actions that in our sole discretion minimize customer impact.

Window Trading. We consider our Window Trading, often referred to as “a Window”, to be an innovative way to execute orders efficiently. Instead of being executed immediately, Window orders are processed one or more times per day and executed. The current number and timing of Windows available to you is as provided on our websites or is as negotiated with your Advisor, Manager, or third-party brokerage firm. We may provide from time to time fewer or additional Windows for various reasons and at different fees. We reserve the right to add, remove and change Window Trade deadlines, without notice, at any time. We retain discretion as to the timing of a Window Trade, and therefore we cannot guarantee that every Window will occur as scheduled or at all. You understand and agree that your order will not be routed for execution immediately once the deadline for submitting an order to a Window has passed because additional processing is necessary (e.g., your order is combined with other orders in the same security and on the same side of the market, if any, and certain price validations are performed) and we may vary the time at which the combined order is routed to the market, or the amount of the combined order that is routed to the market, to prevent other market participants from anticipating our orders and trading in a manner that negatively impacts our execution quality or to attempt to maximize the numbers of shares executed in any particular order routed for execution. You further understand and agree that there may be times when Windows are delayed or are cancelled for various reasons, such as quote vendor failures, computer failures or events affecting the markets. When you submit an order to participate in a Window Trade, you are not instructing us to execute your order immediately when we receive it, but instead you are instructing us to treat your order as “not held” and to execute it in the next scheduled Window, which could be the same day you submit your order or the following trading day and the timing of which will occur in our sole discretion but generally around the times posted on our websites. In this regard, you are providing us discretion as to the timing of when we will attempt to execute your order and the price to be obtained. To execute Window orders, we generally send an aggregate order, or multiple aggregate orders to a market center for execution, which market center may include GSCO, execution or to a mutual fund company for fulfillment. The aggregate order(s) may be an aggregate of orders for your account(s), orders from other customer accounts, and orders from our account(s) when necessary to round up aggregate customer interest to a full share, or we may modify your order or the aggregate order as necessary, to round down aggregate customer interest to a full share and/or to process what would be odd lots where a security or market center does not trade in odd lots. We may also execute Window orders by selling securities to aggregate buy orders or by buying securities from aggregate sell orders. In certain circumstances, we may choose not to provide an order from our account(s), or to buy from or sell to aggregate orders, where our accounts may be subject to restrictions or limitations that prohibit us, or make it difficult for us, to buy or sell such securities from our account(s). In these circumstances, we will not add orders from our own account(s) to an order for a fractional amount of shares as a means to round up to a whole share amount (e.g., rounding up to 101 shares from the aggregate customer order for 100.25 shares), and instead we will round down the aggregate customer interest to the nearest whole share (e.g., 100 shares). In addition, we may choose not to buy from or sell to the aggregate order. As a result, you may buy or sell less shares than you expected and/or there could be a delay in obtaining an execution of your order, if for example, the aggregate customer trading interest is less than a full share. To minimize the impact on customer aggregate sell orders, we reserve the right, in our sole discretion, to fill orders first from customers that are selling their entire position and fractional orders from customers who are transferring their accounts to another broker-broker- dealer or to take other actions that in our sole discretion minimize customer impact.

Window Trading. We consider our Window Trading, often referred to as “a Window”, to be an innovative way to execute orders efficiently. Instead of being executed immediately, Window orders are processed one or more times per day and executed. The current number and timing of Windows available to you is as provided on our websites or is as negotiated with your Advisor, Manager, or third-party brokerage firm. We may provide from time to time fewer or additional Windows for various reasons and at different fees. We reserve the right to add, remove and change Window Trade deadlines, without notice, at any time. We retain discretion as to the timing of a Window Trade, and therefore we cannot guarantee that every Window will occur as scheduled or at all. You understand and agree that your order will not be routed for execution immediately once the deadline for submitting an order to a Window has passed because additional processing is necessary (e.g., your order is combined with other orders in the same security and on the same side of the market, if any, and certain price validations are performed) and we may vary the time at which the combined order is routed to the market, or the amount of the combined order that is routed to the market, to prevent other market participants from anticipating our orders and trading in a manner that negatively impacts our execution quality or to attempt to maximize the numbers of shares executed in any particular order routed for execution. You further understand and agree that there may be times when Windows are delayed or are cancelled for various reasons, such as quote vendor failures, computer failures or events affecting the markets. When you submit an order to participate in a Window Trade, you are not instructing us to execute your order immediately when we receive it, but instead you are instructing us to treat your order as “not held” and to execute it in the next scheduled Window, which could be the same day you submit your order or the following trading day and the timing of which will occur in our sole discretion but generally around the times posted on our websites. In this regard, you are providing us discretion as to the timing of when we will attempt to execute your order and the price to be obtained. To execute Window orders, we generally send an aggregate order, or multiple aggregate orders to a market center for execution, which market center may include GSCO, execution or to a mutual fund company for fulfillment. The aggregate order(s) may be an aggregate of orders for your account(s), orders from other customer accounts, and orders from our account(s) when necessary to round up aggregate customer interest to a full share, or we may modify your order or the aggregate order as necessary, to round down aggregate customer interest to a full share and/or to process what would be odd lots where a security or market center does not trade in odd lots. We may also execute Window orders by selling securities to aggregate buy orders or by buying securities from aggregate sell orders. In certain circumstances, we may choose not to provide 10 6/22/2022 an order from our account(s), or to buy from or sell to aggregate orders, where our accounts may be subject to restrictions or limitations that prohibit us, or make it difficult for us, to buy or sell such securities from our account(s). In these circumstances, we will not add orders from our own account(s) to an order for a fractional amount of shares as a means to round up to a whole share amount (e.g., rounding up to 101 shares from the aggregate customer order for 100.25 shares), and instead we will round down the aggregate customer interest to the nearest whole share (e.g., 100 shares). In addition, we may choose not to buy from or sell to the aggregate order. As a result, you may buy or sell less shares than you expected and/or there could be a delay in obtaining an execution of your order, if for example, the aggregate customer trading interest is less than a full share. To minimize the impact on customer aggregate sell orders, we reserve the right, in our sole discretion, to fill orders first from customers that are selling their entire position and fractional orders from customers who are transferring their accounts to another broker-dealer or to take other actions that in our sole discretion minimize customer impact.