Allocation of Brokerage. The Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Adviser or Sub-Adviser) to execute portfolio transactions initiated by the Sub-Adviser. a. In executing portfolio transactions, the Sub-Adviser will give primary consideration to securing best execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser or Sub-Adviser may be a party. Without limiting the generality of the foregoing, the Sub-Adviser is authorized to cause the Portfolio Account to pay brokerage commissions which may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio Account or who otherwise provide brokerage and research services utilized by the Sub-Adviser, provided that the Sub-Adviser determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or the Sub-Adviser’s overall responsibilities with respect to accounts as to which the Sub-Adviser exercises investment discretion. b. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Portfolio Account with a broker or dealer which is (i) an affiliated person of the Fund, the Adviser or any sub-adviser for any Portfolio of the Fund; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-l of the 1940 Act and the Fund’s Rule 17e-l procedures, or (z) executed in accordance with Rule 10f-3(c) of the 1940 Act and the Fund’s Rule 10f-3(c) procedures. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers; and c. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-l, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Portfolio, which is advising the Portfolio, concerning the Sub-Adviser or its affiliated persons’ transactions with the Portfolio in securities or other assets of the Portfolio, and (ii) will be limited to providing investment advice with respect to the Portfolio Account. d. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio Account as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in a manner it considers to be equitable and consistent with its fiduciary obligations to the Fund in respect of the Portfolio and to such other clients. e. Consistent with its fiduciary obligations to the Fund in respect of the Portfolio and the requirements of best price and execution, the Sub-Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Portfolio Account and another account managed by the Sub-Adviser (“cross transactions”). The Sub-Adviser will effect cross transactions in accordance with applicable law and the Fund’s procedures adopted under Rule 17a-7 under the 1940 Act, which procedures the Adviser agrees to provide to the Sub-Adviser.
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Allocation of Brokerage. The Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Adviser or Sub-AdviserAdviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions initiated by the Sub-Adviser, and for the selection of the markets on or in which the transactions will be executed, subject to conformance with the policies and procedures disclosed in the Fund’s Prospectus and Statement of Additional Information and the policies and procedures adopted by the Trust’s Board of Trustees, in each case, as provided to the Sub-Adviser in accordance with Section 5.
a. In executing portfolio transactions, the Sub-Adviser will give primary consideration to securing best execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser or Sub-Adviser may be a party. Without limiting It is understood that neither the generality Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the foregoingFund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to cause place orders for the Portfolio Account purchase and sale of securities for the Fund with certain brokers, subject to pay brokerage commissions which review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in excess connection with its services to other clients of the lowest rates available to brokers who execute transactions for the Portfolio Account or who otherwise provide brokerage and research services utilized by the Sub-Adviser, provided that . The Sub-Adviser is also authorized to place orders with certain brokers for services deemed by the Adviser to be beneficial for the Fund; and the Sub-Adviser determines in good faith that shall follow the amount of each such commission paid to a broker is reasonable in relation to the value directions of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates Adviser or the Sub-Adviser’s overall responsibilities with respect to accounts as to which Trust in this regard. If the Adviser directs the Sub-Adviser exercises investment discretionto use a particular broker or brokers, the Sub-Adviser shall not be required to comply with its best execution obligations.
b. The Sub-Adviser agrees that will maintain its current best execution policy and make it will not execute any portfolio transactions for available to the Portfolio Account with a broker or dealer which Adviser on its demand. The general best execution policy of HSBC Global Asset Management (France) is (i) an affiliated person available on the website: xxx.xxxx.xx. However, the specific conditions of the Fund, the Adviser or any sub-adviser for any Portfolio of the Fund; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-l of the 1940 Act and the Fund’s Rule 17e-l procedures, or (z) executed in accordance with Rule 10f-3(c) of the 1940 Act and the Fund’s Rule 10f-3(c) procedures. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers; andAgreement concerning best execution remain applicable;
c. The Sub-Adviser acknowledges will maintain its current conflict of interest policy and agrees that in connection make it available to the Adviser on its demand. Notwithstanding the content of such policy, the parties agree to continue to comply with the exemptions provided under Rules 10f-3(b), 12d3-l, terms and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser conditions of the Portfolio, which is advising the Portfolio, concerning the Sub-Adviser or its affiliated persons’ transactions with the Portfolio in securities or other assets of the Portfolio, and (ii) will be limited to providing investment advice with respect to the Portfolio Accountthis Agreement.
d. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio Fund Account as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in a the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Trust in respect of the Portfolio Fund and to such other clients.
e. Consistent with its fiduciary obligations to The Sub-Adviser agrees that it will not execute any portfolio transactions for the Fund in respect Account with a broker or dealer which is (i) an affiliated person of the Portfolio Trust, the Adviser or any sub-adviser for any Fund of the Trust; (ii) a principal underwriter of the Trust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-l of the 1940 Act and the requirements Trust’s Rule 17e-l procedures, as adopted in accordance with Rule 17e-l or (z) executed in accordance with Rule 10f-3(c) of best price the 1940 and executionthe Trust’s Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers.
f. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-l, and 17a-10 under the 1940 Act, the Sub-Adviser may(i) will not consult with any other sub-adviser of the Fund, under certain circumstanceswhich is advising the Fund, arrange to have purchase and sale transactions effected directly between the Portfolio Account and another account managed by concerning the Sub-Adviser or its affiliated persons’ transactions with the Fund in securities or other assets of the Fund, and (“cross transactions”). ii) will be limited to providing investment advice with respect to the Fund Account.
g. The Sub-Adviser will effect cross transactions in accordance with applicable law and shall not be liable for the Fund’s procedures adopted under Rule 17a-7 under the 1940 Act, which procedures the Adviser agrees to provide to acts or omissions of any brokers or dealers provided however that (i) the Sub-AdviserAdviser shall use reasonable care in the selection of brokers or dealers and (ii) the Sub-Adviser shall promptly as is practicable inform the Adviser in the event any placed trade shall not settle in the ordinary course. It is agreed and understood that the Sub-Adviser may utilize the services of an affiliate in placing trades with broker-dealers. Such affiliate shall have no role in actually executing trades, and the Sub-Adviser shall be liable for the acts or omissions of such affiliate.
Appears in 1 contract
Allocation of Brokerage. The Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Adviser or Sub-AdviserAdviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions initiated by the Sub-Adviser, and for the selection of the markets on or in which the transactions will be executed, subject to conformance with the policies and procedures disclosed in the Fund’s Prospectus and Statement of Additional Information and the policies and procedures adopted by the Trust’s Board of Trustees.
a. A. In executing portfolio transactions, the Sub-Adviser will give primary consideration to securing the best price and execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser or Sub-Adviser may be a party. Without limiting It is understood that neither the generality Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the foregoingFund’s investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to cause place orders for the Portfolio Account purchase and sale of securities for the Fund with certain brokers, subject to pay brokerage commissions which review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in excess connection with its services to other clients of the lowest rates available to brokers who execute transactions for the Portfolio Account or who otherwise provide brokerage and research services utilized by the Sub-Adviser. Subject to best execution, provided that the Sub-Adviser determines in good faith that is also authorized to place orders with certain brokers for services deemed by the amount of each such commission paid Adviser to a broker is reasonable in relation to be beneficial for the value Fund; and the Sub-Adviser shall follow the directions of the Adviser or the Trust in this regard. The Adviser agrees and acknowledges that directed brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or arrangements (i) the Sub-Adviser’s overall responsibilities with respect ability to accounts as to which the Sub-Adviser exercises investment discretion.
b. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Portfolio Account with a broker or dealer which is (i) an affiliated person of the Fund, the Adviser or any sub-adviser for any Portfolio of the Fundseek best execution and negotiate commissions; (ii) a principal underwriter limits the ability of the Fund’s sharesFund to participate in aggregated trades; or and, as a result, and (iii) an affiliated person may increase the cost of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-l of the 1940 Act and trade execution to the Fund’s Rule 17e-l procedures, or (z) executed in accordance with Rule 10f-3(c) of the 1940 Act and the Fund’s Rule 10f-3(c) procedures. The Adviser agrees that expressly acknowledges it will provide has read the Sub-Adviser with a list of such affiliated brokers and dealers; and
c. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b)Adviser’s Form ADV Part 2A, 12d3-l, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Portfolio, which is advising the Portfolio, concerning the Sub-Adviser or its affiliated persons’ transactions with the Portfolio in securities or other assets of the Portfolio, and (ii) will be limited to providing investment advice with respect to the Portfolio AccountSection 12.
d. B. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio Fund Account as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in a the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Trust in respect of the Portfolio Fund and to such other clients.
e. Consistent with its fiduciary obligations to C. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Fund in respect Account with a broker or dealer which is (i) an affiliated person of the Portfolio Trust, the Adviser or any sub-adviser for any Fund of the Trust; (ii) a principal underwriter of the Trust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-1 of the 1940 Act and the requirements Trust’s Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of best price the 1940 and executionthe Trust’s Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers.
D. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the 1940 Act, the Sub-Adviser may(i) will not consult with any other sub-adviser of the Fund, under certain circumstanceswhich is advising the Fund, arrange to have purchase and sale transactions effected directly between the Portfolio Account and another account managed by concerning the Sub-Adviser (“cross transactions”). The Sub-Adviser will effect cross or its affiliated persons’ transactions with the Fund in accordance with applicable law and securities or other assets of the Fund’s procedures adopted under Rule 17a-7 under the 1940 Act, which procedures the Adviser agrees and (ii) will be limited to provide providing investment advice with respect to the Sub-AdviserFund Account.
Appears in 1 contract
Allocation of Brokerage. The Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Adviser or Sub-AdviserAdviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions initiated by the Sub-Adviser, and for the selection of the markets on or in which the transactions will be executed, subject to the following and subject to conformance with the policies and procedures disclosed in the Fund's Prospectus and Statement of Additional Information and the policies and procedures adopted by the Fund's Board of Trustees provided that with respect to procedures governing transactions involving affiliates such as those adopted pursuant to the 1940 Act. Rule 17a-7, Rule 17e-1 and Rule 10f-3, such procedures will identify any affiliate of the Adviser and the Portfolio, other than affiliates of the Sub-Adviser. The Sub-Advisor shall not bear any responsibility and shall be released from any loss or cost which results from entering into a trade pursuant to the Portfolio's Rule 17a-7, 17e-1 or 10f-3 procedures with any affiliated entity, other than affiliates of the Sub-Advisor, not specifically identified to the Sub-Advisor by the Advisor.
a. In executing portfolio transactions, the Sub-Adviser will give primary consideration to securing the best execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser or Sub-Adviser may be a party. Without limiting It is understood that neither the generality Fund, the Adviser nor the Sub- Adviser has adopted a formula for allocation of the foregoing, Fund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub- Adviser is authorized to cause place orders for the Portfolio Account to pay brokerage commissions which may be in excess purchase and sale of the lowest rates available to brokers who execute transactions securities for the Portfolio Account with certain such brokers, subject to review by the Fund's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients of the Sub-Adviser. The Sub-Adviser is also authorized to place orders with certain brokers for services deemed by the Adviser to be beneficial for the Fund; and the Sub-Adviser shall follow the directions of the Adviser or who otherwise provide brokerage and research services utilized by the Fund in this regard.
b. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of the Sub-Adviser, provided that the Sub- Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser determines in good faith that the amount of each such commission paid manner it considers to a broker is reasonable in relation be equitable and consistent with its fiduciary obligations to the value Fund in respect of the brokerage Portfolio and research services provided by to such broker viewed in terms of either the particular transaction to which the commission relates or the Sub-Adviser’s overall responsibilities with respect to accounts as to which the Sub-Adviser exercises investment discretionother clients.
b. c. The Sub-Adviser may engage in agency transactions with any of its affiliated broker-dealers subject to best execution, in accordance with Section 11(a) of the Securities Exchange Act and Rule 11a2-2(T) thereunder. The Sub-Adviser further agrees that it will not execute any portfolio transactions for the Portfolio Account with a any other broker or dealer which is (i) an affiliated person of the Fund, the Adviser or any sub-other sub- adviser for any Portfolio of the Fund; (ii) a principal underwriter of the Fund’s 's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-l 17e-1 of the 1940 Act and the Fund’s 's Rule 17e-l 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of the 1940 Act and the Fund’s 's Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers; and.
c. d. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-l1, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Portfolio, which is advising the Portfolio, concerning the Sub-Adviser or its affiliated persons’ ' transactions with the Portfolio in securities or other assets of the Portfolio, and (ii) will be limited to providing investment advice with respect to the Portfolio Account.
d. On occasions when e. The Adviser hereby agrees and consents that the Sub- Adviser and its affiliates are authorized to execute agency cross transactions (collectively "Cross transactions") for the Portfolio provided such transactions comply with Rule 206(3)-2 under the Investment Advisers Act of 1940 ("Advisers Act"), Rule 17e-1 under the 1940 Act and any other applicable laws or regulations. Cross transactions are transactions which may be effected by the Sub-Adviser deems or its affiliates acting as broker for both the Portfolio and the counterparty to the transaction. Cross transactions enable the Sub-Adviser to purchase or sale sell a block of securities for an account at a security set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with such purchase or sell order. However, the Adviser should note that the Sub-Adviser has a potentially conflicting division of loyalties and responsibilities regarding both parties to be in the best interest of the Portfolio Account as well as other clients of Cross transactions and that the Sub-Adviser, or any of its affiliates, if acting as broker; may receive commissions from both parties to such transactions. The Sub-Adviser acknowledges that it is prohibited from recommending any Cross transactions to its advisory clients on both sides of the transaction and understands that its authority as the Sub-AdviserAdviser to execute Cross transactions for the Account is terminable at will without penalty, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made effective upon receipt by the Sub-Adviser of written notice from the Adviser, and that the failure to terminate such authorization will result in its continuation.
f. In connection with any Cross transactions, the Sub- Adviser will provide the Portfolio with a manner it considers to be equitable confirming letter describing the details of such trades, and consistent with its fiduciary obligations other reports or information that the Portfolio may reasonably request. The Sub- Adviser will disclose to the Fund in respect of Portfolio the Portfolio and to such other clients.
e. Consistent with its fiduciary obligations to the Fund in respect of the Portfolio and the requirements of best price and execution, the Sub-Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Portfolio Account and another account managed commissions received by the Sub-Adviser (“cross transactions”)or its affiliates for executing the other side of the transaction. The Sub-Adviser will effect cross transactions in accordance with applicable law and the Fund’s procedures adopted under Rule 17a-7 under the 1940 Act, which procedures the Adviser agrees to provide to the Sub-Adviser8.
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Allocation of Brokerage. The Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Adviser or Sub-AdviserAdviser to the extent permitted by Section 7.C. hereof) to execute portfolio transactions initiated by the Sub-Adviser, and for the selection of the markets on or in which the transactions will be executed, subject to conformance with the policies and procedures disclosed in the Fund’s Prospectus and Statement of Additional Information and the policies and procedures adopted by the Trust’s Board of Trustees.
a. A. In executing portfolio transactions, the Sub-Adviser will give primary seek the best overall terms available with consideration to securing best for, among other things, price and execution. Consistent with this policy, the Sub-Adviser will consider factors it deems relevant and may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser or Sub-Adviser may be a party. Without limiting It is understood that neither the generality Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the foregoingFund’s investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental brokerage, investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to cause place orders for the Portfolio Account purchase and sale of securities for the Fund with certain brokers, subject to pay brokerage commissions which review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in excess connection with its services to other clients of the lowest rates available Sub-Adviser. Notwithstanding the Sub-Adviser’s discretionary authority to select brokers who and dealers to execute portfolio transactions for the Portfolio Account or who otherwise provide brokerage and research services utilized initiated by the Sub-Adviser, provided that the Sub-Adviser determines in good faith that is also authorized to place orders with certain brokers for services deemed by the amount of each such commission paid Adviser to a broker is reasonable in relation to be beneficial for the value of the brokerage Fund; and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or the Sub-Adviser’s overall responsibilities with respect to accounts as to which the Sub-Adviser exercises investment discretion.
b. The Sub-Adviser agrees that it will not execute any portfolio transactions for shall follow the Portfolio Account with a broker or dealer which is (i) an affiliated person directions of the Fund, the Adviser or any sub-adviser for any Portfolio of the Fund; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed Trust in accordance with Rule 17e-l of the 1940 Act and the Fund’s Rule 17e-l procedures, or (z) executed in accordance with Rule 10f-3(c) of the 1940 Act and the Fund’s Rule 10f-3(c) procedures. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers; and
c. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-l, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Portfolio, which is advising the Portfolio, concerning the Sub-Adviser or its affiliated persons’ transactions with the Portfolio in securities or other assets of the Portfolio, and (ii) will be limited to providing investment advice with respect to the Portfolio Accountthis regard.
d. B. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio Fund Account as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in a the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Trust in respect of the Portfolio Fund and to such other clients.
e. Consistent with its fiduciary obligations to C. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Fund in respect Account with a broker or dealer which is (i) an affiliated person of the Portfolio Trust, the Adviser or any sub-adviser for any Fund of the Trust; (ii) a principal underwriter of the Trust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-1 of the 1940 Act and the requirements Trust’s Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of best price the 1940 and executionthe Trust’s Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Adviser has provided the Sub-Adviser with a list of such affiliated brokers and dealers, and the Adviser shall also promptly provide any subsequent changes to such list.
D. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the 1940 Act, the Sub-Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Portfolio Account and another account managed by the Sub(i) will not consult with any other sub-Adviser (“cross transactions”). The Sub-Adviser will effect cross transactions in accordance with applicable law and adviser of the Fund’s procedures adopted under , concerning transactions for the Fund Account (including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any sub-adviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related business, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 17a-7 12d3-1 under the 1940 Act, which procedures the Adviser agrees and (ii) will be limited to provide providing investment advice and otherwise performing services hereunder only with respect to the Sub-AdviserFund Account.
Appears in 1 contract
Allocation of Brokerage. The Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Adviser or Sub-AdviserAdviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions transactions, initiated by the Sub-Adviser, and for the selection of the markets on or in which the transactions will be executed, subject to conformance with the policies and procedures disclosed in the Fund’s Prospectus and Statement of Additional Information and the policies and procedures adopted by the Trust’s Board of Trustees.
a. A. In executing portfolio transactions, the Sub-Adviser will give primary consideration to securing the best price and execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser or Sub-Adviser may be a party. Without limiting It is understood that neither the generality Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the foregoingFund’s investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to cause place orders for the Portfolio Account purchase and sale of securities for the Fund with certain brokers, subject to pay brokerage commissions which review by the Trust’s Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in excess connection with its services to other clients of the lowest rates available to brokers who execute transactions for the Portfolio Account or who otherwise provide brokerage and research services utilized by the Sub-Adviser, provided that . The Sub-Adviser is also authorized to place orders with certain brokers for services deemed by the Adviser to be beneficial for the Fund; and the Sub-Adviser determines in good faith that shall follow the amount directions of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or the Sub-Adviser’s overall responsibilities with respect to accounts as to which the Sub-Adviser exercises investment discretion.
b. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Portfolio Account with a broker or dealer which is (i) an affiliated person of the Fund, the Adviser or any sub-adviser for any Portfolio of the Fund; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed Trust in accordance with Rule 17e-l of the 1940 Act and the Fund’s Rule 17e-l procedures, or (z) executed in accordance with Rule 10f-3(c) of the 1940 Act and the Fund’s Rule 10f-3(c) procedures. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers; and
c. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-l, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Portfolio, which is advising the Portfolio, concerning the Sub-Adviser or its affiliated persons’ transactions with the Portfolio in securities or other assets of the Portfolio, and (ii) will be limited to providing investment advice with respect to the Portfolio Accountthis regard.
d. B. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio Fund Account as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in a the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund Trust in respect of the Portfolio Fund and to such other clients.
e. Consistent with its fiduciary obligations to C. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Fund in respect Account with a broker or dealer which is (i) an affiliated person of the Portfolio Trust, the Adviser or any sub-adviser for any Fund of the Trust; (ii) a principal underwriter of the Trust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-1 of the 1940 Act and the requirements Trust’s Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of best price the 1940 and executionthe Trust’s Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers.
D. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the 1940 Act, the Sub-Adviser may(i) will not consult with any other sub-adviser of the Fund, under certain circumstanceswhich is advising the Fund, arrange to have purchase and sale transactions effected directly between the Portfolio Account and another account managed by concerning the Sub-Adviser (“cross transactions”). The Sub-Adviser will effect cross or its affiliated persons’ transactions with the Fund in accordance with applicable law and securities or other assets of the Fund’s procedures adopted under Rule 17a-7 under the 1940 Act, which procedures the Adviser agrees and (ii) will be limited to provide providing investment advice with respect to the Sub-AdviserFund Account.
Appears in 1 contract
Allocation of Brokerage. The Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Adviser or Sub-AdviserAdviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions initiated by the Sub-Adviser, and for the selection of the markets on or in which the transactions will be executed, subject to the following and subject to conformance with the policies and procedures disclosed in the Fund's Prospectus and Statement of Additional Information and the policies and procedures adopted by the Fund's Board of Trustees, provided that with respect to procedures governing transactions involving affiliates such as those adopted pursuant to the 1940 Act. Rule 17a-7, Rule 17e-1 and Rule 10f-3, such procedures will identify any affiliate of the Adviser and the Portfolio, other than affiliates of the Sub-Adviser. The Sub-Advisor shall not bear any responsibility and shall be released from any loss or cost which results from entering into a trade pursuant to the Portfolio's Rule 17a-7, 17e-1 or 10f-3 procedures with any affiliated entity, other than affiliates of the Sub-Advisor, not specifically identified to the Sub-Advisor by the Advisor.
a. In executing portfolio transactions, the Sub-Adviser will give primary consideration to securing the best price and execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser or Sub-Adviser may be a party. Without limiting It is understood that neither the generality Fund, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the foregoingFund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to cause place orders for the Portfolio Account to pay brokerage commissions which may be in excess purchase and sale of the lowest rates available to brokers who execute transactions securities for the Portfolio Account or who otherwise provide brokerage with certain such brokers, subject to review by the Fund's Board of Trustees from time to time with respect to the extent and research continuation of this practice. It is understood that the services utilized provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients of the Sub-Adviser, provided that . The Sub-Adviser is also authorized to place orders with certain brokers for services deemed by the Adviser to be beneficial for the Fund; and the Sub-Adviser determines in good faith that shall follow the amount of each such commission paid to a broker is reasonable in relation to the value directions of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates Adviser or the Sub-Adviser’s overall responsibilities with respect to accounts as to which the Sub-Adviser exercises investment discretionFund in this regard.
b. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Portfolio Account with a broker or dealer which is (i) an affiliated person of the Fund, the Adviser or any sub-adviser for any Portfolio of the Fund; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-l of the 1940 Act and the Fund’s Rule 17e-l procedures, or (z) executed in accordance with Rule 10f-3(c) of the 1940 Act and the Fund’s Rule 10f-3(c) procedures. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers; and
c. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-l, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Portfolio, which is advising the Portfolio, concerning the Sub-Adviser or its affiliated persons’ transactions with the Portfolio in securities or other assets of the Portfolio, and (ii) will be limited to providing investment advice with respect to the Portfolio Account.
d. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio Account as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in a the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund in respect of the Portfolio and to such other clients.
e. Consistent c. The Sub-Adviser may engage in agency transactions with any of its fiduciary obligations affiliated broker-dealers subject to the Fund in respect of the Portfolio and the requirements of best price and execution, in accordance with section 11(a) of the Securities Exchange Act and Rule 11a2-2(T) thereunder. The Sub-Adviser further agrees that it will not execute any portfolio transactions for the Portfolio Account with any other broker or dealer which is (i) an affiliated person of the Fund, the Adviser or any other sub-adviser for any Portfolio of the Fund; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-1 of the 1940 Act and the Fund's Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of the 1940 and the Fund's Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Adviser agrees that it will provide the Sub-Adviser maywith a list of such affiliated brokers and dealers.
d. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under certain circumstancesthe 1940 Act, arrange to have purchase and sale transactions effected directly between the Portfolio Account and another account managed by the Sub-Adviser (“cross transactions”). The i) will not consult with any other sub-adviser of the Portfolio, which is advising the Portfolio, concerning the Sub-Adviser or its affiliated persons' transactions with the Portfolio in securities or other assets of the Portfolio, and (ii) will effect cross transactions in accordance be limited to providing investment advice with applicable law and the Fund’s procedures adopted under Rule 17a-7 under the 1940 Act, which procedures the Adviser agrees to provide respect to the Sub-AdviserPortfolio Account.
Appears in 1 contract
Allocation of Brokerage. The Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Adviser or Sub-AdviserAdviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions initiated by the Sub-Adviser, and for the selection of the markets on or in which the transactions will be executed, subject to conformance with the policies and procedures disclosed in each Fund’s Prospectus and Statement of Additional Information and the policies and procedures adopted by the Board.
a. In executing portfolio transactions, the Sub-Adviser will give primary consideration to securing best execution. Consistent with this policyIn assessing the best overall terms available for any transaction, the Sub-Adviser may will consider factors it deems relevant, including, but not limited to, the breadth of the market in the security, the price of the security, the financial responsibilitycondition and execution capability of the broker, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction dealer or other transactions to which other clients party and the reasonableness of the Adviser commission, if any, for the specific transaction and on a continuing basis. In selecting brokers, dealers or Sub-Adviser may be other parties to execute a party. Without limiting particular transaction, and in evaluating the generality of the foregoingbest overall terms available, the Sub-Adviser is authorized to cause consider the Portfolio Account brokerage and research services (as those terms are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) provided to pay brokerage commissions each Fund and/or other accounts over which may the Sub-Adviser or its affiliates exercise investment discretion, subject to review by the Board from time to time with respect to the extent and continuation of this practice. Nothing in this paragraph shall be deemed to prohibit the Sub-Adviser from paying an amount of commission for effecting a securities transaction in excess of the lowest rates available to brokers who execute transactions amount of commission another member of an exchange, broker, or dealer would have charged for the Portfolio Account or who otherwise provide brokerage and research services utilized by the Sub-Advisereffecting that transaction, provided that if the Sub-Adviser determines in good faith that the such amount of each such commission paid to a broker is was reasonable in relation to the value of the brokerage and research services provided by such broker member, broker, or dealer, viewed in terms of either the that particular transaction or its overall responsibilities with respect to a Fund and/or other accounts over which the commission relates Sub-Adviser or its affiliates exercise investment discretion. In addition, if, in the judgment of the Sub-Adviser, a Fund or other clients, would be benefited by supplemental investment and market research and security and economic analysis from other persons or entities outside of the context described above, the Sub-Adviser is authorized to obtain, and pay at its own expense, for such information.
b. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund Account as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other instruments to be sold or purchased in order to obtain best execution. In such event, allocation of the securities or other instruments so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to Empower Funds in respect of the Funds and to such other clients. Without limitation of the foregoing, pursuant to the rules of the Commodity Futures Trading Commission, the Sub-Adviser shall be permitted to aggregate orders and transact “block” transactions in swaps (which include certain options and foreign exchange forwards) pursuant to the Sub-Adviser’s overall responsibilities with respect policies as disclosed in its Form ADV as it may be amended from time to accounts as to which the Sub-Adviser exercises investment discretiontime.
b. c. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Portfolio Account Fund Accounts with a broker or dealer which is (i) an affiliated person of the FundEmpower Funds, the Adviser or any sub-adviser for any Portfolio other series of the FundEmpower Funds; (ii) a principal underwriter of the Fund’s Empower Funds’ shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-l 17e-1 of the 1940 Act and the Fund’s Empower Funds’ Rule 17e-l 17e-1 procedures, as adopted in accordance with Rule 17e-1, or (z) executed in accordance with Rule 10f-3(c) of the 1940 Act and the Fund’s Empower Funds’ Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers; anddealers and that the Sub-Adviser shall not be liable to the extent that it executes a portfolio transaction for a Fund Account with a person not listed on the current list then in the Sub-Adviser’s possession.
c. d. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-l1, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Portfolio, which is advising the Portfolio, Funds or any other series of Empower Funds concerning the Sub-Adviser or its affiliated persons’ Adviser’s transactions with the Portfolio in securities or other assets of the PortfolioFunds pursuant to this Agreement, and (ii) will be limited to providing investment advice to each Fund with respect to the Portfolio its Fund Account.
d. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio Account as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in a manner it considers to be equitable and consistent with its fiduciary obligations to the Fund in respect of the Portfolio and to such other clients.
e. Consistent with its fiduciary obligations to the Fund in respect of the Portfolio and the requirements of best price and execution, the Sub-Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Portfolio Account and another account managed by the Sub-Adviser (“cross transactions”). The Sub-Adviser will effect cross transactions in accordance with applicable law and the Fund’s procedures adopted under Rule 17a-7 under the 1940 Act, which procedures the Adviser agrees to provide to the Sub-Adviser.
Appears in 1 contract
Allocation of Brokerage. The Sub-Adviser shall have authority and discretion to select brokers brokers, dealers and dealers other market participants (including brokers that may be affiliates of the Adviser or Sub-AdviserAdviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions initiated by the Sub-Adviser, and for the selection of the markets on or in which the transactions will be executed, subject to the following and subject to conformance with the policies and procedures disclosed in the Fund’s Prospectus and Statement of Additional Information and the policies and procedures adopted by the Trust’s Board of Trustees.
a. In executing portfolio transactions, the Sub-Adviser will give primary consideration to securing the best price and execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or brokers, dealers and other market participants who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser or Sub-Adviser may be a party. Without limiting It is understood that neither the generality of Trust, the foregoing, Adviser nor the Sub-Adviser has adopted a formula for allocation of the Fund’s investment transaction business. The Sub-Adviser is also authorized to cause place orders with certain brokers, dealers and other market participants for services deemed by the Portfolio Account Adviser to pay brokerage commissions which may be beneficial for the Fund; and the Sub-Adviser shall follow the directions of the Adviser or the Trust in this regard.
b. On occasions when the Sub-Adviser deems the purchase or sale of an investment to be in excess the best interest of the lowest rates available to brokers who execute transactions for the Portfolio Fund Account or who otherwise provide brokerage and research services utilized by as well as other clients of the Sub-Adviser, provided that the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the investments to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the investments so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser determines in good faith that the amount of each such commission paid manner it considers to a broker is reasonable in relation be the most equitable and consistent with its fiduciary obligations to the value Trust in respect of the brokerage Fund and research services provided by to such broker viewed in terms of either the particular transaction to which the commission relates or the Sub-Adviser’s overall responsibilities with respect to accounts as to which the Sub-Adviser exercises investment discretionother clients.
b. c. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Portfolio Fund Account with a broker broker, dealer or dealer other market participant which is (i) an affiliated person of the FundTrust, the Adviser or any sub-adviser for any Portfolio Fund of the FundTrust; (ii) a principal underwriter of the FundTrust’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-l 17e-1 of the 1940 Act and the FundTrust’s Rule 17e-l 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of the 1940 Act and the FundTrust’s Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers brokers, dealers and dealers; andother market participants.
c. d. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-l1, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the PortfolioFund, which is advising the PortfolioFund, concerning the Sub-Adviser or its affiliated persons’ transactions with the Portfolio Fund in securities or other assets of the PortfolioFund, and (ii) will be limited to providing investment advice with respect to the Portfolio Fund Account.
d. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio Account as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in a manner it considers to be equitable and consistent with its fiduciary obligations to the Fund in respect of the Portfolio and to such other clients.
e. Consistent with its fiduciary obligations to the Fund in respect of the Portfolio and the requirements of best price and execution, the Sub-Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Portfolio Account and another account managed by the Sub-Adviser (“cross transactions”). The Sub-Adviser will effect cross transactions in accordance with applicable law and the Fund’s procedures adopted under Rule 17a-7 under the 1940 Act, which procedures the Adviser agrees to provide to the Sub-Adviser.
Appears in 1 contract
Allocation of Brokerage. The Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Adviser or Sub-AdviserAdviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions initiated by the Sub-Adviser, and for the selection of the markets on or in which the transactions will be executed, subject to conformance with the policies and procedures disclosed in the Fund's Prospectus and Statement of Additional Information and the policies and procedures adopted by the Trust's Board of Trustees, in each case, as provided to the Sub-Adviser in accordance with Section 5.
a. In executing portfolio transactions, the Sub-Adviser will give primary consideration to securing best execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser or Sub-Adviser may be a party. Without limiting It is understood that neither the generality Trust, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the foregoingFund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to cause place orders for the Portfolio Account purchase and sale of securities for the Fund with certain brokers, subject to pay brokerage commissions which review by the Trust's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in excess connection with its services to other clients of the lowest rates available to brokers who execute transactions for the Portfolio Account or who otherwise provide brokerage and research services utilized by the Sub-Adviser, provided that . The Sub-Adviser is also authorized to place orders with certain brokers for services deemed by the Adviser to be beneficial for the Fund; and the Sub-Adviser determines in good faith that shall follow the amount of each such commission paid to a broker is reasonable in relation to the value directions of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates Adviser or the Sub-Adviser’s overall responsibilities with respect to accounts as to which Trust in this regard. If the Adviser directs the Sub-Adviser exercises investment discretionto use a particular broker or brokers, the Sub-Adviser shall not be required to comply with its best execution obligations.
b. The Sub-Adviser agrees that will maintain its current best execution policy and make it will not execute any portfolio transactions for the Portfolio Account with a broker or dealer which is (i) an affiliated person of the Fund, available to the Adviser or any sub-adviser for any Portfolio of the Fund; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-l of the 1940 Act and the Fund’s Rule 17e-l procedures, or (z) executed in accordance with Rule 10f-3(c) of the 1940 Act and the Fund’s Rule 10f-3(c) procedureson its demand. The Adviser agrees that it will provide general best execution policy of Sinopia Asset Management is available on the Sub-Adviser with a list of such affiliated brokers and dealers; and
c. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-l, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Portfolio, which is advising the Portfolio, concerning the Sub-Adviser or its affiliated persons’ transactions with the Portfolio in securities or other assets of the Portfolio, and (ii) will be limited to providing investment advice with respect to the Portfolio Accountwebsite: xxx.xxxxxxx.
d. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio Account as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in a manner it considers to be equitable and consistent with its fiduciary obligations to the Fund in respect of the Portfolio and to such other clients.
e. Consistent with its fiduciary obligations to the Fund in respect of the Portfolio and the requirements of best price and execution, the Sub-Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Portfolio Account and another account managed by the Sub-Adviser (“cross transactions”). The Sub-Adviser will effect cross transactions in accordance with applicable law and the Fund’s procedures adopted under Rule 17a-7 under the 1940 Act, which procedures the Adviser agrees to provide to the Sub-Adviser.
Appears in 1 contract
Allocation of Brokerage. The Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Adviser or Sub-Adviser) to execute portfolio transactions initiated by the Sub-Adviser.
a. In executing portfolio transactions, the Sub-Adviser will give primary consideration to securing best execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser or Sub-Adviser may be a party. Without limiting the generality of the foregoing, the Sub-Adviser is authorized to cause the Portfolio Fund Account to pay brokerage commissions which may be in excess of the lowest rates available to brokers who execute transactions for the Portfolio Fund Account or who otherwise provide brokerage and research services utilized by the Sub-Adviser, provided that the Sub-Adviser determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or the Sub-Adviser’s overall responsibilities with respect to accounts as to which the Sub-Adviser exercises investment discretion.
b. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Portfolio Fund Account with a broker or dealer which is (i) an affiliated person of the FundTrust, the Adviser or any sub-adviser for any Portfolio Fund of the FundTrust; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-l of the 1940 Act and the FundTrust’s Rule 17e-l procedures, or (z) executed in accordance with Rule 10f-3(c) of the 1940 Act and the FundTrust’s Rule 10f-3(c) procedures. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers; and
c. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-l, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the PortfolioFund, which is advising the PortfolioFund, concerning the Sub-Adviser or its affiliated persons’ transactions with the Portfolio Fund in securities or other assets of the PortfolioFund, and (ii) will be limited to providing investment advice with respect to the Portfolio Fund Account.
d. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio Fund Account as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in a manner it considers to be equitable and consistent with its fiduciary obligations to the Fund Trust in respect of the Portfolio Fund and to such other clients.
e. Consistent with its fiduciary obligations to the Fund Trust in respect of the Portfolio Fund and the requirements of best price and execution, the Sub-Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Portfolio Fund Account and another account managed by the Sub-Adviser (“cross transactions”). The Sub-Adviser will effect cross transactions in accordance with applicable law and the FundTrust’s procedures adopted under Rule 17a-7 under the 1940 Act, which procedures the Adviser agrees to provide to the Sub-Adviser.
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Allocation of Brokerage. The Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Adviser or Sub-AdviserAdviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions initiated by the Sub-Adviser, and for the selection of the markets on or in which the transactions will be executed, subject to the following and subject to conformance with the policies and procedures disclosed in the Fund's Prospectus and Statement of Additional Information and the policies and procedures adopted by the Fund's Board of Trustees, provided that with respect to procedures governing transactions involving affiliates such as those adopted pursuant to the 1940 Act. Rule 17a-7, Rule 17e-1 and Rule 10f-3, such procedures will identify any affiliate of the Adviser and the Portfolio, other than affiliates of the Sub-Adviser. The Sub-Advisor shall not bear any responsibility and shall be released from any loss or cost which results from entering into a trade pursuant to the Portfolio's Rule 17a-7, 17e-1 or 10f-3 procedures with any affiliated entity, other than affiliates of the Sub-Advisor, not specifically identified to the Sub-Advisor by the Advisor.
a. In executing portfolio transactions, the Sub-Sub- Adviser will give primary consideration to securing the best price and execution. Consistent with this policy, the Sub-Sub- Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser or Sub-Adviser may be a party. Without limiting It is understood that neither the generality Fund, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the foregoingFund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to cause place orders for the Portfolio Account to pay brokerage commissions which may be in excess purchase and sale of the lowest rates available to brokers who execute transactions securities for the Portfolio Account with certain such brokers, subject to review by the Fund's Board of Trustees from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients of the Sub-Adviser. The Sub-Adviser is also authorized to place orders with certain brokers for services deemed by the Adviser to be beneficial for the Fund; and the Sub-Adviser shall follow the directions of the Adviser or who otherwise provide brokerage and research services utilized by the Fund in this regard.
b. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of the Sub-Adviser, provided that the Sub- Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser determines in good faith that the amount of each such commission paid manner it considers to a broker is reasonable in relation be the most equitable and consistent with its fiduciary obligations to the value Fund in respect of the brokerage Portfolio and research services provided by to such broker viewed in terms of either the particular transaction to which the commission relates or the Sub-Adviser’s overall responsibilities with respect to accounts as to which the Sub-Adviser exercises investment discretionother clients.
b. c. The Sub-Adviser may engage in agency transactions with any of its affiliated broker-dealers subject to best price and execution, in accordance with section 11(a) of the Securities Exchange Act and Rule 11a2-2(T) thereunder. The Sub- Adviser further agrees that it will not execute any portfolio transactions for the Portfolio Account with a any other broker or dealer which is (i) an affiliated person of the Fund, the Adviser or any other sub-adviser for any Portfolio of the Fund; (ii) a principal underwriter of the Fund’s 's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-l 17e-1 of the 1940 Act and the Fund’s 's Rule 17e-l 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of the 1940 Act and the Fund’s 's Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers; and.
c. d. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-l1, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Portfolio, which is advising the Portfolio, concerning the Sub-Adviser or its affiliated persons’ ' transactions with the Portfolio in securities or other assets of the Portfolio, and (ii) will be limited to providing investment advice with respect to the Portfolio Account.
d. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio Account as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in a manner it considers to be equitable and consistent with its fiduciary obligations to the Fund in respect of the Portfolio and to such other clients.
e. Consistent with its fiduciary obligations to the Fund in respect of the Portfolio and the requirements of best price and execution, the Sub-Adviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Portfolio Account and another account managed by the Sub-Adviser (“cross transactions”). The Sub-Adviser will effect cross transactions in accordance with applicable law and the Fund’s procedures adopted under Rule 17a-7 under the 1940 Act, which procedures the Adviser agrees to provide to the Sub-Adviser.
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Allocation of Brokerage. The Sub-Adviser shall have authority and discretion to select brokers and dealers (including brokers that may be affiliates of the Adviser or Sub-AdviserAdviser to the extent permitted by Section 7(c) hereof) to execute portfolio transactions initiated by the Sub-Adviser, and for the selection of the markets on or in which the transactions will be executed, subject to the following and subject to conformance with the policies and procedures disclosed in the Fund's Prospectus and Statement of Additional Information and the policies and procedures adopted by the Fund's Board of Trustees provided that with respect to procedures governing transactions involving affiliates such as those adopted pursuant to the 1940 Act. Rule 17a-7, Rule 17e-1 and Rule 10f-3, such procedures will identify any affiliate of the Adviser and the Portfolio, other than affiliates of the Sub-Adviser. The Sub-Advisor shall not bear any responsibility and shall be released from any loss or cost which results from entering into a trade pursuant to the Portfolio's Rule 17a-7, 17e-1 or 10f-3 procedures with any affiliated entity, other than affiliates of the Sub-Advisor, not specifically identified to the Sub-Advisor by the Advisor.
a. In executing portfolio transactions, the Sub-Adviser will give primary consideration to securing the best execution. Consistent with this policy, the Sub-Adviser may consider the financial responsibility, research and investment information and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser or Sub-Adviser may be a party. Without limiting It is understood that neither the generality Fund, the Adviser nor the Sub-Adviser has adopted a formula for allocation of the foregoingFund's investment transaction business. It is also understood that it is desirable for the Fund that the Sub-Adviser have access to supplemental investment and market research and security and economic analyses provided by certain brokers who may execute brokerage transactions at a higher commission to the Fund than may result when allocating brokerage to other brokers on the basis of seeking the lowest commission. Therefore, the Sub-Adviser is authorized to cause place orders for the Portfolio Account to pay brokerage commissions which may be in excess purchase and sale of the lowest rates available to brokers who execute transactions securities for the Portfolio Account or who otherwise provide brokerage with certain such brokers, subject to review by the Fund's Board of Trustees from time to time with respect to the extent and research continuation of this practice. It is understood that the services utilized provided by such brokers may be useful to the Sub-Adviser in connection with its services to other clients of the Sub-Adviser, provided that . The Sub-Adviser is also authorized to place orders with certain brokers for services deemed by the Adviser to be beneficial for the Fund; and the Sub-Adviser determines in good faith that shall follow the amount of each such commission paid to a broker is reasonable in relation to the value directions of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates Adviser or the Sub-Adviser’s overall responsibilities with respect to accounts as to which the Sub-Adviser exercises investment discretionFund in this regard.
b. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Portfolio Account with a broker or dealer which is (i) an affiliated person of the Fund, the Adviser or any sub-adviser for any Portfolio of the Fund; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-l of the 1940 Act and the Fund’s Rule 17e-l procedures, or (z) executed in accordance with Rule 10f-3(c) of the 1940 Act and the Fund’s Rule 10f-3(c) procedures. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers; and
c. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-l, and 17a-10 under the 1940 Act, the Sub-Adviser (i) will not consult with any other sub-adviser of the Portfolio, which is advising the Portfolio, concerning the Sub-Adviser or its affiliated persons’ transactions with the Portfolio in securities or other assets of the Portfolio, and (ii) will be limited to providing investment advice with respect to the Portfolio Account.
d. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio Account as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the best price and execution. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in a the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund in respect of the Portfolio and to such other clients.
e. Consistent c. The Sub-Adviser may engage in agency transactions with any of its fiduciary obligations affiliated broker-dealers subject to the Fund best execution, in respect accordance with Section 11(a) of the Securities Exchange Act and Rule 11a2-2(T) thereunder. The Sub-Adviser further agrees that it will not execute any portfolio transactions for the Portfolio Account with any other broker or dealer which is (i) an affiliated person of the Fund, the Adviser or any other sub-adviser for any Portfolio of the Fund; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-1 of the 1940 Act and the requirements Fund's Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z) executed in accordance with Rule 10f-3(c) of best price the 1940 and executionthe Fund's Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. The Adviser agrees that it will provide the Sub-Adviser with a list of such affiliated brokers and dealers.
d. The Sub-Adviser acknowledges and agrees that in connection with the exemptions provided under Rules 10f-3(b), 12d3-1, and 17a-10 under the 1940 Act, the Sub-Adviser may(i) will not consult with any other sub-adviser of the Portfolio, under certain circumstanceswhich is advising the Portfolio, arrange to have purchase and sale concerning the Sub-Adviser or its affiliated persons' transactions effected directly between with the Portfolio Account in securities or other assets of the Portfolio, and another account managed (ii) will be limited to providing investment advice with respect to the Portfolio Account.
e. The Adviser hereby agrees and consents that the Sub-Adviser and its affiliates are authorized to execute agency cross transactions (collectively "Cross transactions") for the Portfolio provided such transactions comply with Rule 206(3)-2 under the Investment Advisers Act of 1940 ("Advisers Act"), Rule 17e-1 under the 1940 Act and any other applicable laws or regulations. Cross transactions are transactions which may be effected by the Sub-Adviser (“cross or its affiliates acting as broker for both the Portfolio and the counterparty to the transaction. Cross transactions enable the Sub-Adviser to purchase or sell a block of securities for an account at a set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with such purchase or sell order. However, the Adviser should note that the Sub-Adviser has a potentially conflicting division of loyalties and responsibilities regarding both parties to Cross transactions and that the Sub-Adviser, or any of its affiliates, if acting as broker; may receive commissions from both parties to such transactions”). The Sub-Adviser acknowledges that it is prohibited from recommending any Cross transactions to its advisory clients on both sides of the transaction and understands that its authority as the Sub-Adviser to execute Cross transactions for the Account is terminable at will without penalty, effective upon receipt by the Sub-Adviser of written notice from the Adviser, and that the failure to terminate such authorization will result in its continuation.
f. In connection with any Cross transactions, the Sub-Adviser will provide the Portfolio with a confirming letter describing the details of such trades, and other reports or information that the Portfolio may reasonably request. The Sub-Adviser will effect cross transactions in accordance with applicable law and disclose to the Fund’s procedures adopted under Rule 17a-7 under Portfolio the 1940 Act, which procedures the Adviser agrees to provide to commissions received by the Sub-AdviserAdviser or its affiliates for executing the other side of the transaction.
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