Allocation of Investments. Diversified acknowledges and understands that Subadvisor engages in an investment advisory business apart from managing the Portfolio. This will create conflicts of interest with the Portfolio over Subadvisor's time devoted to managing the Portfolio and the allocation of investment opportunities among accounts (including the Portfolio) managed by Subadvisor. Subadvisor will attempt to resolve all such conflicts in a manner that is generally fair to all of its clients. Diversified confirms that Subadvisor may give advice and take action with respect to any of its other clients that may differ from advice given or the timing or nature of action taken with respect to the Portfolio so long as it is Subadvisor's policy, to the extent practicable, to allocate investment opportunities to the Portfolio over a period of time on a fair and equitable basis relative to other clients. Nothing in this Agreement shall be deemed to obligate Subadvisor to acquire for the Portfolio any Security that Subadvisor or Subadvisor's officers, partners, employees or affiliates may acquire for Subadvisor's or their own accounts or for the account of any other client, if, in the absolute discretion of Subadvisor, it is not practical or desirable to acquire such Security for the Portfolio.
Allocation of Investments. Where MFS has aggregated an Account Holder’s order with an order for other Account Holders or with an order for its own account, and part or all of the aggregated order has been filled, MFS will:
(a) promptly allocate the investments concerned;
(b) allocate the Investments in accordance with the stated intention;
Allocation of Investments. The Investment Manager reserves the right for itself, its associates and its clients to co-invest with the Company although any such co-investment will be made on terms no better than those in which the Company is investing. Similarly, the Investment Manager and its clients may also make investments in companies in which the Company holds investments or has previously invested. The Investment Manager shall, in any event, disclose to the Company any transaction involving investments in which the Company has invested or may reasonably be expected to invest before the Investment Manager enters into such transactions on its own account or on behalf of any third party client by giving a notice to the Board to that effect, provided always that the Investment Manager shall not be required to disclose information about its other clients, which is subject to client confidentiality. To the extent that there is limited liquidity for the purchase or sale of securities falling within the investment objective of both the Company and those other clients of the Investment Manager, the Investment Manager may be in a conflict of interest in allocating the available purchase or sale opportunities among the Company and such other clients. The compliance manual of the Investment Manager requires that the staff of the Investment Manager observe the following practices on order allocation: • ensures all orders are allocated fairly and, where orders for a client and for another client are aggregated, or with an order for its own accounts, give priority to satisfying orders of clients, in any subsequent allocation if all orders cannot be filled; • makes a record of the intended basis of allocation before a transaction is effected; • ensures an executed transaction is allocated promptly in accordance with the stated intention; • avoids excessive trading, taking into account the portfolio’s stated objective; and • execute orders on the best available terms, taking into account the relevant market at the time for the transactions of the kind and size concerned. In practice, if it is deemed appropriate that the Company and any of the other clients of the Investment Manager intend to participate in the same investment opportunity, and the aggregate amount of intended investment desired by the portfolio managers of both the Company and the relevant client(s) exceeds the size that is actually available to the Investment Manager, the Investment Manager shall allocate the available investm...
Allocation of Investments. (a) Berkshire shall allocate all Transportation or Related Deals to Greenbriar during the Commitment Period of the Greenbriar Fund. In determining whether a particular investment opportunity originated by Berkshire is a Transportation or Related Deal, the parties shall take into account all relevant factors, including (i) the nature of the investment and attendant drivers of value, (ii) the mutual histories of Greenbriar's and Berkshire's respective relationships to the opportunity, (iii) the nature of the disposition process and (iv) the potential value-added which Greenbriar provides in assessing and executing the investment and in developing the business of the Portfolio Company post-closing. Both parties affirm as the guiding principle in making such allocation their joint objective to establish a common investment track record in transportation and related investments and a clear and consistent brand in the transportation and private equity marketplaces. In the event of any disagreement between Greenbriar and Berkshire a to whether a particular investment opportunity originated by Berkshire is a Transportation or Related Deal, Berkshire shall make the final determination.
(b) For each Transportation or Related Deal originated by Berkshire and approved by the Greenbriar Investment Committee, the Berkshire Funds and the Greenbriar Fund shall coinvest in such transaction in accordance with the Standard Coinvestment Ratio, unless the parties jointly determine that a different investment ratio is appropriate in view of the mix of transportation and non-transportation elements in such transaction; provided that the Berkshire funds shall always coinvest an amount not less than is required by the Standard Coinvestment consultation using the same relevant factors used in determining whether an opportunity is a Transportation or Related Deal. In the event an agreement cannot be reached, Berkshire shall have the right to make the final determination in good faith, consistent with the principles set forth in Section 2.2(a).
(c) If Greenbriar originates an investment opportunity which is not a Transportation ore Related Deal and which Greenbriar determines not to pursue under its Ten Percent Carve-Out, Greenbriar shall first offer such investment opportunity to Berkshire, unless Greenbriar, after consultation with Berkshire, determines for any business reason to first offer all or a portion of such investment opportunity to one or more third parties, including lim...
Allocation of Investments. Xxxxxx acknowledges and understands that S&Y engages in an investment advisory business apart from performing the Services. This will create conflicts of interest with the Accounts over S&Y’s time devoted to performing the Services, and S&Y’s allocation of investment opportunities between the Accounts and the investment advisory client accounts it manages. Nothing in this Agreement shall be deemed to obligate S&Y to acquire for the Accounts any Instrument that it or its officers, managers, members, employees or affiliates may acquire for S&Y’s or their own accounts or for the account of any other investment advisory client, if, in the reasonable discretion of S&Y, it is not practical or desirable to acquire such Instrument for the Accounts.
Allocation of Investments. The following terms apply in respect of applications to invest in Capital Raisings:
