Common use of OTHER ADVISERS Clause in Contracts

OTHER ADVISERS. With respect to any Portfolio, (i) the Adviser will not consult with any other adviser to that Portfolio (including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any adviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for that Portfolio in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and provided, however, that the Adviser may engage its affiliate, Xxxxxxxx Investment Management North America Limited (the “Subadvisory Affiliate”), to act as subadviser to perform investment advisory services with respect to the Allocated Assets of the Portfolio and this prohibition shall not apply to consultations with the Subadvisory Affiliate; and (ii) the Adviser will provide advice and otherwise perform services hereunder exclusively with respect to the Allocated Assets of that Portfolio.

OTHER ADVISERS. With respect to any Portfolio, (i) the Adviser will not consult with any other adviser to that Portfolio (including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any adviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for that Portfolio in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and provided, however, that the Adviser may engage its affiliate, Xxxxxxxx Sxxxxxxx Investment Management North America Limited (the “Subadvisory Affiliate”), to act as subadviser to perform investment advisory services with respect to the Allocated Assets of the Portfolio and this prohibition shall not apply to consultations with the Subadvisory Affiliate; and (ii) the Adviser will provide advice and otherwise perform services hereunder exclusively with respect to the Allocated Assets of that Portfolio.

OTHER ADVISERS. With respect to any Portfolio, (i) the Adviser will not consult with any other adviser to that Portfolio (including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any adviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for that Portfolio in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-securities related businessesbusiness, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and provided, however, that the Adviser may engage its affiliate, Xxxxxxxx Investment Management North America Limited (the “Subadvisory Affiliate”), to act as subadviser to perform investment advisory services with respect to the Allocated Assets of the Portfolio and this prohibition shall not apply to consultations with the Subadvisory Affiliate; and (ii) the Adviser will provide advice and otherwise perform services hereunder exclusively with respect to the Allocated Assets of that Portfolio.