Directed-Brokerage Arrangements. Correspondent shall be solely and exclusively responsible for compliance with the Applicable Laws and Rules applicable to each agreement, arrangement or understanding, if any, that it may have with any Account to rebate any funds, including, without limitation, any portion of any commission, xxxx-up, xxxx-down, fee or other charge, or to pay the cost of any service or product for an account, or the expenses of an account (collectively, a “Directed Brokerage Arrangement”). Correspondent shall use its best efforts to obtain from the Account an authorization for Ridge to rely on the representations and warranties of the Account in any Directed-Brokerage Arrangement and to be the direct beneficiary of the covenants, including, without limitation, any indemnification provision, in each case in a form acceptable to Ridge.
Directed-Brokerage Arrangements. In some cases, Client may direct Baird to use a particular broker-dealer (a “Directed Broker-Dealer”) for execution of Client’s trade orders (a “directed brokerage arrangement”), and Baird may agree to the arrangement. This may occur when Client’s Account is held at another broker-dealer firm and Client directs Baird to execute trades through such firm, or when Client’s Retirement Account or other Account is maintained on a platform operated and managed by a third party unaffiliated with Baird and trades must be executed through that platform. Client understands and agrees that such arrangements are directed brokerage arrangements. If Client instructs Baird to implement a directed brokerage arrangement, Client understands and agrees that Client is authorizing and instructing Baird to direct all trade orders for Client’s Accounts to the Directed Broker-Dealer for execution. Client also understands and agrees that Baird shall have no responsibility for negotiating any directed brokerage arrangement, and that Baird is responsible solely for making reasonable efforts to follow Client’s instruction to direct Client’s trade orders to the Directed Broker-Dealer. If Client instructs Baird to implement a directed brokerage arrangement, Client further understands and acknowledges that: Baird may be unable to achieve best execution for Client’s transactions; any costs related to the directed brokerage arrangement are not included in the Advisory Program Fee and that Client will be solely responsible for monitoring, evaluating and reviewing the arrangement with the Directed Broker-Dealer and paying any commissions or markups or markdowns or other costs imposed by the Directed Broker-Dealer; Baird generally will not aggregate Client’s directed brokerage trade orders with orders for other Baird clients, and as a result, Client’s transaction costs may be higher because Client will not benefit from any volume discounts or other reduced transaction costs that Baird may obtain for its other clients; Baird generally will not include such Client trade orders in its trade rotation process and that Baird will generally place Client’s trade orders with the Directed Broker-Dealer after Baird completes its trading for other Baird client accounts; Client’s trade orders will significantly bear the market price impact, if any, of those trades executed earlier in Baird’s rotation; and, as a result, Client may receive a less favorable net price for the trade. Client understands that if...
