Common use of EXECUTION OF PURCHASE AND SALE ORDERS Clause in Contracts

EXECUTION OF PURCHASE AND SALE ORDERS. In connection with purchases or sales of portfolio securities for the account of the Fund, it is understood that the Investment Advisor will arrange for the placing of all orders for the purchase and sale of portfolio securities for the Fund with brokers or dealers selected by it, subject to review of this selection by the Board from time to time. The Investment Advisor will be responsible for providing trade tickets on a timely basis to the Trust’s administrator, following the execution of trade orders. The Investment Advisor agrees to comply with the Trust’s Valuation Procedures, as adopted by the Board and amended from time to time, in determining the fair value of securities held in the Fund’s portfolio as required by the Valuation Procedures from time to time. The Investment Advisor will be responsible for the negotiation and the allocation of principal business and portfolio brokerage. In the selection of brokers or dealers and placing of orders, the Investment Advisor is directed at all times to seek for the Fund the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. The Investment Advisor should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received. In seeking best qualitative execution, the Investment Advisor is authorized to select brokers or dealers who also provide brokerage and research services to the Fund and the other accounts over which the Investment Advisor exercises investment discretion to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934 and applicable guidance thereunder. The Investment Advisor is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a Fund portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction; provided that the Investment Advisor determines that the research or brokerage service meets the statutory definition, that the eligible product or service actually provides lawful and appropriate assistance in the performance of the Investment Advisor’s investment decision-making responsibilities; and that the amount of commissions paid by the Fund is reasonable in light of the value of products or services received. The determination may be viewed in terms of either a particular transaction or the Investment Advisor’s overall responsibilities with respect to the Fund and to accounts over which the Investment Advisor exercises investment discretion. The Fund and the Investment Advisor understand and acknowledge that, although the information may be useful to the Fund and the Investment Advisor, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. The Investment Advisor may place portfolio transactions with brokers or dealers that promote or sell the Fund’s shares so long as such placements are made pursuant to policies approved by the Board that are designed to ensure that the selection is based on the quality of the broker’s execution and not on its sales efforts. Subject to the provisions of the 1940 Act, and other applicable law, the Investment Advisor, any of its affiliates, or any affiliate of its affiliates may retain compensation in connection with effecting the Fund’s portfolio transactions, including transactions effected through others. If any occasion should arise in which the Investment Advisor gives any advice to its clients concerning shares of the Fund, the Investment Advisor will act solely as investment adviser for such client and not in any way on behalf of the Fund. The Investment Advisor’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that the Investment Advisor may render investment advice, management and other services to others, including other registered investment companies.