Common use of Portfolio Transactions and Brokerage Clause in Contracts

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders with or through such brokers, dealers, futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated with MML Advisers or the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser shall select broker-dealers to effect the Portfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; and any other considerations of which the Board of Trustees of the Trust or MML Advisers may notify the Subadviser in writing from time to time.

Appears in 6 contracts

Samples: Investment Subadvisory Agreement (MassMutual Advantage Funds), Investment Subadvisory Agreement (MassMutual Advantage Funds), Investment Subadvisory Agreement (MassMutual Advantage Funds)

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Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders with or through such brokers, dealers, futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated with MML Advisers MassMutual or the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser shall select broker-dealers to effect the Portfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund Portfolio of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; and any other considerations of which the Board of Trustees of the Trust or MML Advisers MassMutual may notify the Subadviser in writing from time to time.

Appears in 6 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (Massmutual Select Funds)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL is authorized, in arranging the Fund’s portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons including “affiliated” broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter “broker-dealers that are affiliated dealers”), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph “(c)” of this paragraph “7,” the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI GLOBAL of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the PortfolioFund. (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 23(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL and its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s Directors were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Directors and the provisions of this paragraph “7.” (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any other considerations rule, regulation or order adopted under the Investment Company Act for determining the permissible level of which the Board of Trustees of the Trust or MML Advisers may notify the Subadviser in writing from time to timesuch commissions.

Appears in 6 contracts

Samples: Investment Advisory Agreement (Oppenheimer Master International Value Fund, LLC), Investment Advisory Agreement (Oppenheimer Master International Value Fund, LLC), Investment Advisory Agreement (Oppenheimer Master Inflation Protected Securities Fund, LLC)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter “broker-dealers”), futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI GLOBAL of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees and the provisions of this paragraph 7. (e) The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Trust Fund’s regular brokers for the Fund so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 6 contracts

Samples: Investment Advisory Agreement (Oppenheimer Integrity Funds), Investment Advisory Agreement (Oppenheimer Integrity Funds), Investment Advisory Agreement (Oppenheimer Integrity Funds)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL (and any Sub Advisor) is authorized, in arranging the purchase and sale of the portfolio securities and other investments of the Fund to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter “broker-dealers”), futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Fund as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus benefit of such investment information or research as will be of significant assistance to the performance by OFI GLOBAL (and Statement any Sub Advisor) of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws OFI GLOBAL (and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (cany Sub Advisor) The Subadviser shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Fund on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL (or any Sub Advisor) on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Fund by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities or other investments might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL (and any Sub Advisor) shall have discretion, in the interest of the Fund, to allocate brokerage on the portfolio transactions of the Fund to broker-dealers, other considerations than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL or its affiliates (or any Sub Advisor) exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL (or any Sub Advisor) determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates (or any Sub Advisor) with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL (or any Sub Advisor) will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL (and any Sub Advisor) shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s Trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL (or any Sub Advisor) shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust Fund and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers for the Fund so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time Investment Company Act to timebe within the permissible level of such commissions.

Appears in 6 contracts

Samples: Investment Advisory Agreement (Oppenheimer Real Estate Fund), Investment Advisory Agreement (Oppenheimer Real Estate Fund), Investment Advisory Agreement (Oppenheimer Real Estate Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL (and any Sub-Advisor) is authorized, in arranging the Funds’ portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons including “affiliated” broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter “broker-dealers that are affiliated dealers”), as may, in its best judgment, implement the policy of the Funds to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Funds’ portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph “(c)” of this paragraph “7,” the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus OFI GLOBAL (and Statement any Sub-Advisor) of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws OFI GLOBAL (and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (cany Sub-Advisor) The Subadviser shall select broker-dealers to effect the Portfolio’s Funds’ portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL (or any Sub-Advisor) on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Funds’ portfolio transactions by participating therein for its own account; the importance to the Fund Funds of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Funds. (c) OFI GLOBAL (and any Sub-Advisor) shall have discretion, in the interests of the Funds, to allocate brokerage on the Funds’ portfolio transactions to broker-dealers qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 23(e)(3) of the Securities Exchange Act of 1934) for the Funds and/or other considerations accounts for which OFI GLOBAL and its affiliates (and any Sub-Advisor) exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Funds to pay such broker-dealers, other than affiliated broker dealers, a commission for effecting a portfolio transaction for the Funds that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL (or any Sub-Advisor) determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL and its investment advisory affiliates (and any Sub-Advisor) with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL (or any Sub-Advisor) will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL (and any Sub-Advisor) shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Funds over a representative period selected by the Funds’ trustees were reasonable in relation to the benefits to the Funds. (d) OFI GLOBAL (or any Sub-Advisor) shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Funds for effecting its portfolio transactions to the extent consistent with the interests and policies of the Funds as established by the determinations of its Board of Trustees and the provisions of this paragraph “7.” (e) The Trust recognizes that an affiliated broker-dealer (i) may act as one of the Trust Funds’ regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Funds only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 5 contracts

Samples: Investment Advisory Agreement (Oppenheimer Portfolio Series), Investment Advisory Agreement (Oppenheimer Portfolio Series), Investment Advisory Agreement (Oppenheimer Portfolio Series)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders with or through such brokers, dealers, futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated with MML Advisers or the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s 's Prospectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser shall select broker-broker- dealers to effect the Portfolio’s 's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-broker- dealer to facilitate the Portfolio’s 's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; and any other considerations of which the Board of Trustees of the Trust or MML Advisers may notify the Subadviser in writing from time to time.

Appears in 5 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (MML Series Investment Fund II), Investment Subadvisory Agreement (Massmutual Select Funds)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the Fund’s portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons including “affiliated” broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter “broker-dealers that are affiliated dealers”), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph “(c)” of this paragraph “7,” the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph “7.” (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 5 contracts

Samples: Investment Advisory Agreement (Oppenheimer Corporate Bond Fund), Investment Advisory Agreement (Oppenheimer Currency Opportunities Fund), Investment Advisory Agreement (Oppenheimer Rochester Intermediate Term Municipal Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders with or through such brokersOFI GLOBAL is authorized, dealers, futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated with MML Advisers or in arranging the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in purchase and sale of the Fund’s Prospectus and Statement portfolio securities, to employ or deal with such members of Additional Informationsecurities or commodities exchanges, brokers or approved by dealers (hereinafter “broker-dealers”), as may, in its best judgment, implement the Board of Trustees policy of the TrustFund to obtain, conform with federal securities laws and be consistent with seeking at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain the benefit of such investment information or research as will be of significant assistance to the performance by OFI GLOBAL of its investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL and its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 5 contracts

Samples: Investment Advisory Agreement (Oppenheimer Rochester Amt-Free Municipal Fund), Investment Advisory Agreement (Oppenheimer Rochester Amt-Free Municipal Fund), Investment Advisory Agreement (Oppenheimer Rochester Amt-Free Municipal Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the purchase and sale of the Fund's portfolio securities, to employ or deal with such members of securities exchanges, brokers or through such brokers, dealers, futures commission merchants or other persons (including, but not limited to, including "affiliated" broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act) (hereinafter "broker-dealers"), as may be selected by may, in its best judgment, implement the Subadviser; providedpolicy of the Fund to obtain, howeverat reasonable expense, that such orders shall be the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with provisions of subparagraph "(c)" of this paragraph "7" the brokerage policy set forth in benefit of such investment information or research as will be of significant assistance to the Fund’s Prospectus and Statement performance by OFI of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI exercises "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or OFI's overall responsibilities with respect to the accounts as to which it exercises investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's Trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph "7." (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act of 1940 for determining the permissible level of such commissions.

Appears in 5 contracts

Samples: Investment Advisory Agreement (Oppenheimer Main Street Small Cap Fund), Investment Advisory Agreement (Oppenheimer Growth Fund), Investment Advisory Agreement (Oppenheimer Main Street Small Cap Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL is authorized, in arranging the Fund's portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons including "affiliated" broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter "broker-dealers that are affiliated dealers"), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph "(c)" of this paragraph "7," the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI GLOBAL of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph "7." (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 4 contracts

Samples: Investment Advisory Agreement (Oppenheimer International Small-Mid Co Fund), Investment Advisory Agreement (Oppenheimer Discovery Mid Cap Growth Fund), Investment Advisory Agreement (Oppenheimer Rochester Short Term Municipal Fund)

Portfolio Transactions and Brokerage. a. OFI GLOBAL is authorized, in arranging the Fund’s portfolio transactions, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (a) The Subadviser shall place orders with or through such brokershereinafter “broker-dealers”), dealers, futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement provisions of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. subparagraph (c) The Subadviser of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI GLOBAL of its investment management functions. b. OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. c. OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund. d. OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7. e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 4 contracts

Samples: Investment Advisory Agreement (Oppenheimer Variable Account Funds), Investment Advisory Agreement (Oppenheimer Variable Account Funds), Investment Advisory Agreement (Oppenheimer Variable Account Funds)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders Tremont is authorized, in arranging the purchase and sale of the portfolio securities and other investments of the Fund to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons (including, but not limited to, including "affiliated" broker-dealers that are affiliated dealers, as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Fund as well as to obtain, consistent with MML Advisers the provisions of the subparagraph (c) of this paragraph 6, the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement Tremont of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment advisory functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser Tremont shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Fund on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) transactions will be judged by the Subadviser Tremont on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction transactions or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Fund by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from form or to whom particular securities or other investments might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any nay other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) Tremont shall have discretion, in the interests of the Fund, to allocate brokerage on the portfolio transactions of the Fund to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) to Tremont, which may assist Tremont in managing the assets of the Fund or other accounts for which Tremont or any affiliate of Tremont exercises "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and any other considerations to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect the transaction would have charged for effecting that transaction, if Tremont determines, in good faith, that such commission is reasonable in relation to the value of the of the broker or research services provided by such broker-dealer viewed in terms of either that particular transaction or the overall responsibilities of Tremont or its affiliates with respect to accounts as to which they exercise investment discretion. In reaching such determination, Tremont will not be required to place or attempt to place a specific dollar value on the brokerage or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, Tremont shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Board were reasonable in relation to the benefits to the Fund. (d) Tremont shall have no obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of Trustees its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the Trust or MML Advisers current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund. (e) Subject to the foregoing provisions of this paragraph 6, Tremont may notify also consider sales of Interests as a factor in the Subadviser in writing from time to timeselection of broker-dealers for its portfolio transactions.

Appears in 4 contracts

Samples: Investment Sub Advisory Agreement (Oppenheimer Tremont Market Neutral Fund LLC), Investment Sub Advisory Agreement (Ofi Tremont Core Diversified Hedge Fund), Investment Sub Advisory Agreement (Ofi Tremont Market Neutral Hedge Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities exchanges, brokers or through such brokersdealers as may, dealersin its best judgment, futures commission merchants or other persons implement the Fund’s policy to obtain, at reasonable expense, the “best execution” (includingprompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, but not limited to, broker-dealers that are affiliated with MML Advisers or the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph “(c)” of this paragraph “7,” the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI GLOBAL of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL shall have discretion, in the interest of the Fund, to allocate the Fund’s portfolio transactions to broker-dealers other than a broker-dealer (an “Affiliated Broker”) which, at the time of the transaction, is an affiliated person either of the Fund or of any affiliated person of the Fund (including OFI GLOBAL), qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL and its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of the Trust or MML Advisers may notify the Subadviser in writing from time to timethis paragraph 7.

Appears in 4 contracts

Samples: Investment Advisory Agreement (Oppenheimer Rochester Amt-Free New York Municipal Fund), Investment Advisory Agreement (Oppenheimer Rochester Amt-Free New York Municipal Fund), Investment Advisory Agreement (Oppenheimer Rochester Amt-Free New York Municipal Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter “broker-dealers, futures commission merchants or other persons (including, but not limited to, ”) including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 6, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI GLOBAL of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust Fund and the provisions of this paragraph 6. (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 4 contracts

Samples: Investment Advisory Agreement (Oppenheimer Rochester Short Duration High Yield Municipal Fund), Investment Advisory Agreement (Oppenheimer Municipal Fund), Investment Advisory Agreement (Oppenheimer Municipal Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the Fund's portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, dealers, futures commission merchants brokers or other persons (including, but not limited to, dealers including "affiliated" broker-dealers (as that are affiliated term is defined in the Investment Company Act) (hereinafter "broker-dealers"), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph "(c)" of this paragraph "7" the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph "7" (e) The Fund recognizes that an affiliated broker-dealer (i) may act as its regular broker so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 4 contracts

Samples: Investment Advisory Agreement (Oppenheimer Global Fund), Investment Advisory Agreement (Oppenheimer Global Fund), Investment Advisory Agreement (Oppenheimer Global Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the purchase and sale of the Fund's portfolio securities, to employ or deal with such members of securities exchanges, brokers or through such brokersdealers (hereinafter "broker-dealers"), including "affiliated" broker-dealers, futures commission merchants or other persons as that term is defined in the Investment Company Act, as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (includingprompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, but not limited to, broker-dealers that are affiliated with MML Advisers or the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph "(c)" of this paragraph "7," the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI exercises "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or OFI's overall responsibilities with respect to the accounts as to which it exercises investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's Trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees and the provisions of the Trust or MML Advisers may notify the Subadviser in writing from time to timethis paragraph "7."

Appears in 4 contracts

Samples: Investment Advisory Agreement (Oppenheimer Global Strategic Income Fund), Investment Advisory Agreement (Oppenheimer Strategic Income Fund), Investment Advisory Agreement (Oppenheimer Strategic Income Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders a. VTL is authorized, in arranging the Fund’s portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act) (hereinafter “broker-dealers”), as may be selected by may, in its best judgment, implement the Subadviser; providedpolicy of the Fund to obtain, howeverat reasonable expense, that such orders shall be the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement provisions of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. subparagraph (c) The Subadviser of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by VTL of its investment management functions. b. VTL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser VTL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. c. VTL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which VTL or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if VTL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of VTL and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, VTL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, VTL shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund. d. VTL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7. e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 4 contracts

Samples: Investment Advisory Agreement (Oppenheimer Revenue Weighted ETF Trust), Investment Advisory Agreement (Oppenheimer Revenue Weighted ETF Trust), Investment Advisory Agreement (Oppenheimer Revenue Weighted ETF Trust)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the Fund's portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons including "affiliated" broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter "broker-dealers that are affiliated dealers"), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph "(c)" of this paragraph "7," the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 23(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph "7." (e) The Trust recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions. (f) Subject to the foregoing provisions of this paragraph "7", OFI may notify also consider sales of Fund shares and shares of other investment companies managed by OFI or its affiliates as a factor in the Subadviser in writing from time to timeselection of broker-dealers for the Fund's portfolio transactions.

Appears in 4 contracts

Samples: Investment Advisory Agreement (Oppenheimer Principal Protected Trust), Investment Advisory Agreement (Oppenheimer Principal Protected Trust Ii), Investment Advisory Agreement (Oppenheimer Principal Protected Trust)

Portfolio Transactions and Brokerage. a. OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (a) The Subadviser shall place orders with or through such brokershereinafter “broker-dealers”), dealers, futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement provisions of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. subparagraph (c) The Subadviser of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI GLOBAL of its investment management functions. b. OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer broker­-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealerbroker­-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer broker­-dealer for particular and related transactions of the Portfolio; Fund. c. OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund. d. OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7. e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 3 contracts

Samples: Investment Advisory Agreement (Oppenheimer Variable Account Funds), Investment Advisory Agreement (Oppenheimer Variable Account Funds), Investment Advisory Agreement (Oppenheimer Variable Account Funds)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the purchase and sale of the Fund's portfolio securities, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter "broker-dealers, futures commission merchants or other persons (including, but not limited to, ") including "affiliated" broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 6, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust Fund and the provisions of this paragraph 6. (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 3 contracts

Samples: Investment Advisory Agreement (Oppenheimer Limited Term Government Fund), Investment Advisory Agreement (Oppenheimer Municipal Fund), Investment Advisory Agreement (Oppenheimer Limited Term Government Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders a. Advisor is authorized, in arranging the Fund’s portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act) (hereinafter “broker-dealers”), as may may, in its best judgment, implement the policy of the Fund to obtain “best execution,” for these transactions, which is understood to mean prompt and reliable execution at the most favorable price obtainable . The Advisor shall not be selected by the Subadviser; providedprecluded from obtaining, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement provisions of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. Subsection (c) The Subadviser of this Section the benefit of such investment information or research as will be of significant assistance to the performance by Advisor of its investment management functions. b. Advisor shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser Advisor on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. c. Advisor shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which Advisor or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if Advisor determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of Advisor and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, Advisor will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, Advisor shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund. d. Advisor shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this Section 7. e. On occasions when Advisor deems the purchase or MML Advisers sale of a security to be in the best interest of the Fund as well as other clients of Advisor and its affiliates, Advisor to the extent permitted by applicable laws and regulations, may, but will be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Advisor in the manner which Advisor considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients over time. The Trust agrees that Advisor and its affiliates may notify give advice and take action in the Subadviser performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Funds. The Trust acknowledges that Advisor and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Funds, and that Advisor will carry out its duties hereunder together with its duties under such relationships. f. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in writing from time to timeaccordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.

Appears in 3 contracts

Samples: Investment Advisory Agreement (ETF Opportunities Trust), Investment Advisory Agreement (ETF Opportunities Trust), Investment Advisory Agreement (ETF Opportunities Trust)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter “broker-dealers”), futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI GLOBAL of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust Fund and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers for the Fund so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 3 contracts

Samples: Investment Advisory Agreement (Oppenheimer Global Opportunities Fund), Investment Advisory Agreement (Oppenheimer Global Opportunities Fund), Investment Advisory Agreement (Oppenheimer Global Opportunities Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place Manager will render all services for the Fund in connection with placing orders with brokers and dealers for the purchase, sale or through such brokers, dealers, futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated with MML Advisers or the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in trade of securities for the Fund’s Prospectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution's portfolio. (b) On occasions when the Subadviser deems The Manager is authorized, in arranging the purchase or and sale of a security the Fund's portfolio securities, to employ or other investment to be deal with such members of securities exchanges, brokers or dealers (hereinafter "broker-dealers"), including "affiliated" broker-dealers, as that term is defined in the Investment Company Act, as may, in its best interest judgment, implement the policy of the Portfolio Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as other clients to obtain, consistent with provisions of the Subadvisersubparagraph (c) of this paragraph 6, the Subadviser, benefit of such investment information or research as will be of significant assistance to the extent permitted performance by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation Manager of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsinvestment management functions. (c) The Subadviser Manager shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser Manager on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the PortfolioFund. (d) The Manager shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers (other than affiliated broker-dealers) qualified to obtain best execution of such transactions and who provide "brokerage and/or research services" (as such services are defined in Section 28 (e) (3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which the Manager exercises "investment discretion" (as that term is defined in Section 3 (a) (35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Manager's overall responsibilities with respect to the accounts as to which it exercises investment discretion. In reaching such determination, the Manager will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, the Manager shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's Trustees were reasonable in relation to the benefits to the Fund. (e) The Manager shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph 6. (f) Transactions with affiliated broker-dealers are required to conform to a number of restrictions and conditions: (1) affiliated broker-dealers may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by them are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions; and (2) if required by Section 11(a) of the Securities Exchange Act of 1934, affiliated broker-dealers may not receive compensation in connection with any other considerations portfolio transaction effected on a national securities exchange for the Fund if the affiliated broker-dealers are members of such exchange unless there is an effective separate written contract between the affiliated broker-dealers and the Fund expressly providing otherwise and which refers to said Section 11(a) and the rules promulgated thereunder and provides that any transactions executed on an exchange of which the Board affiliated broker-dealers are members must be executed on the floor of Trustees such exchange by a member which is not an "associated person" of the Trust or MML Advisers may notify the Subadviser in writing from time to timeaffiliated broker-dealers.

Appears in 3 contracts

Samples: Investment Advisory Agreement (Oppenheimer Capital Income Fund), Investment Advisory Agreement (Oppenheimer Capital Income Fund), Investment Advisory Agreement (Oppenheimer Capital Income Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders a. Advisor is authorized, in arranging the Fund’s portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act) (hereinafter “broker-dealers”), as may may, in its best judgment, implement the policy of the Fund to obtain “best execution,” for these transactions, which is understood to mean prompt and reliable execution at the most favorable price obtainable. The Advisor shall not be selected by the Subadviser; providedprecluded from obtaining, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement provisions of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. Subsection (c) The Subadviser of this Section the benefit of such investment information or research as will be of significant assistance to the performance by Advisor of its investment management functions. b. Advisor shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser Advisor on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. c. Advisor shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which Advisor or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if Advisor determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of Advisor and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, Advisor will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, Advisor shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund. d. Advisor shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker- dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this Section 7. e. On occasions when Advisor deems the purchase or MML Advisers sale of a security to be in the best interest of the Fund as well as other clients of Advisor and its affiliates, Advisor to the extent permitted by applicable laws and regulations, may, but will be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Advisor in the manner which Advisor considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients over time. The Trust agrees that Advisor and its affiliates may notify give advice and take action in the Subadviser performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Funds. The Trust acknowledges that Advisor and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Funds, and that Advisor will carry out its duties hereunder together with its duties under such relationships. f. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in writing from time to timeaccordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.

Appears in 3 contracts

Samples: Investment Advisory Agreement (ETF Opportunities Trust), Investment Advisory Agreement (ETF Opportunities Trust), Investment Advisory Agreement (ETF Opportunities Trust)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the Fund's portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons including "affiliated" broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter "broker-dealers that are affiliated dealers"), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph "(c)" of this paragraph "7," the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the PortfolioFund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 23(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's Directors were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Directors and the provisions of this paragraph "7." (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any other considerations rule, regulation or order adopted under the Investment Company Act for determining the permissible level of which the Board of Trustees of the Trust or MML Advisers may notify the Subadviser in writing from time to timesuch commissions.

Appears in 3 contracts

Samples: Investment Advisory Agreement (Oppenheimer Master International Value Fund, LLC), Investment Advisory Agreement (Oppenheimer Master Loan Fund, LLC), Investment Advisory Agreement (Oppenheimer Master Event-Linked Bond Fund, LLC)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL (and any Sub Advisor) is authorized, in arranging the purchase and sale of the portfolio securities and other investments of the Series to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter “broker-dealers”), futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Series as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus benefit of such investment information or research as will be of significant assistance to the performance by OFI GLOBAL (and Statement any Sub Advisor) of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits (their) investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws OFI GLOBAL (and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (cany Sub Advisor) The Subadviser shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Series on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL (or any Sub Advisor) on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Series by participating therein for its own account; the importance to the Fund Series of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities or other investments might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Series. (c) OFI GLOBAL (and any Sub Advisor) shall have discretion, in the interest of the Fund and the Series, to allocate brokerage on the portfolio transactions of the Series to broker-dealers, other considerations than an affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Series and/or other accounts for which OFI GLOBAL or its affiliates (or any Sub Advisor) exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund or the Series to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund or the Series that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL (or any Sub Advisor) determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates (or any Sub Advisor) with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL (or any Sub Advisor) will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL (and any Sub Advisor) shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund and the Series over a representative period selected by the Fund’s Trustees were reasonable in relation to the benefits to the Fund and the Series. (d) OFI GLOBAL (or any Sub Advisor) shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund and the Series for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund and the Series as established by the determinations of the Board of Trustees of the Trust Fund and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers for the Fund or MML Advisers the Series thereof so long as it is lawful for it so to act; (ii) may notify be a major recipient of brokerage commissions paid by the Subadviser Fund or a Series thereof; and (iii) may effect portfolio transactions for the Fund or the Series only if the commissions, fees or other remuneration received or to be received by it are determined in writing from time accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act to timebe within the permissible level of such commissions.

Appears in 3 contracts

Samples: Investment Advisory Agreement (Oppenheimer Quest for Value Funds), Investment Advisory Agreement (Oppenheimer Quest for Value Funds), Investment Advisory Agreement (Oppenheimer Quest for Value Funds)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL (and any Sub Advisor) is authorized, in arranging the purchase and sale of the portfolio securities and other investments of the Fund to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter “broker-dealers”), futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Fund as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus benefit of such investment information or research as will be of significant assistance to the performance by OFI GLOBAL (and Statement any Sub Advisor) of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws OFI GLOBAL (and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (cany Sub Advisor) The Subadviser shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Fund on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL (or any Sub Advisor) on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Fund by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities or other investments might be be, purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL (and any Sub Advisor) shall have discretion, in the interest of the Fund, to allocate brokerage on the portfolio transactions of the Fund to broker-dealers, other considerations than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL or its affiliates (or any Sub Advisor) exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL (or any Sub Advisor) determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker- dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates (or any Sub Advisor) with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL (or any Sub Advisor) will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL (and any Sub Advisor) shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s Trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL (or any Sub Advisor) shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust Fund and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers for the Fund so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time Investment Company Act to timebe within the permissible level of such commissions.

Appears in 3 contracts

Samples: Investment Advisory Agreement (Oppenheimer Main Street Select Fund), Investment Advisory Agreement (Oppenheimer Main Street Select Fund), Investment Advisory Agreement (Oppenheimer Main Street Select Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the purchase and sale of the Fund's portfolio securities, to employ or deal with such members of securities exchanges, brokers or through such brokers, dealers, futures commission merchants or other persons (including, but not limited to, including "affiliated" broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), (hereinafter "broker-dealers"), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph "(c)" of this paragraph "8," the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI exercises "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or OFI's overall responsibilities with respect to the accounts as to which it exercises investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph "8." (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 3 contracts

Samples: Investment Advisory Agreement (Oppenheimer Gold & Special Minerals Fund), Investment Advisory Agreement (Oppenheimer Gold & Special Minerals Fund), Investment Advisory Agreement (Oppenheimer Gold & Special Minerals Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI STEELPATH is authorized, in arranging the Fund’s portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons including “affiliated” broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter “broker-dealers that are affiliated dealers”), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph “(c)” of this paragraph “7,” the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI STEELPATH of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI STEELPATH shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI STEELPATH on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI STEELPATH shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI STEELPATH and its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI STEELPATH determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI STEELPATH and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI STEELPATH will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI STEELPATH shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI STEELPATH shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph “7.” (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 3 contracts

Samples: Investment Advisory Agreement (OFI SteelPath Series Trust), Investment Advisory Agreement (Oppenheimer SteelPath Panoramic Fund), Investment Advisory Agreement (Oppenheimer SteelPath Energy Equity Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL is authorized, in arranging the Fund’s portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons including “affiliated” broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter all of the foregoing are referred to as “broker-dealers that are affiliated dealers”), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph (c) of this paragraph 7, the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI GLOBAL of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL and its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 3 contracts

Samples: Investment Advisory Agreement (Oppenheimer Senior Floating Rate Fund), Investment Advisory Agreement (Oppenheimer Senior Floating Rate Fund), Investment Advisory Agreement (Oppenheimer Senior Floating Rate Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the Fund's portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons including "affiliated" broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter all of the foregoing are referred to as "broker-dealers that are affiliated dealers"), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph (c) of this paragraph 7, the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 3 contracts

Samples: Investment Advisory Agreement (Oppenheimer Senior Floating Rate Fund), Investment Advisory Agreement (Oppenheimer Senior Floating Rate Fund), Investment Advisory Agreement (Oppenheimer Senior Floating Rate Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI Global is authorized, in arranging the Fund's portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons including "affiliated" broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter "broker-dealers that are affiliated dealers"), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph "(c)" of this paragraph "7," the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI Global of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI Global shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI Global on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI Global shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI Global and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI Global determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI Global and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI Global will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI Global shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI Global shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph "7." (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 3 contracts

Samples: Investment Advisory Agreement (Oppenheimer Global Multi-Alternatives Fund.), Investment Advisory Agreement (Oppenheimer Diversified Alternatives Fund.), Investment Advisory Agreement (Oppenheimer Diversified Alternatives Fund.)

Portfolio Transactions and Brokerage. a. OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (a) The Subadviser shall place orders with or through such brokershereinafter “broker-dealers”), dealers, futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement provisions of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. subparagraph (c) The Subadviser of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI GLOBAL of its investment management functions. b. OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer broker­-dealer for particular and related transactions of the Portfolio; Fund. c. OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund. d. OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7. e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Variable Account Funds), Investment Advisory Agreement (Oppenheimer Variable Account Funds)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities exchanges, brokers or through such brokersdealers (hereinafter “broker-dealers”), including “affiliated” broker-dealers, futures commission merchants or other persons as that term is defined in the Investment Company Act, as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (includingprompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, but not limited to, broker-dealers that are affiliated with MML Advisers or the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph “(c)” of this paragraph “7,” the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI GLOBAL of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL exercises “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or OFI GLOBAL’s overall responsibilities with respect to the accounts as to which it exercises investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s Trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees and the provisions of the Trust or MML Advisers may notify the Subadviser in writing from time to timethis paragraph “7.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Global Strategic Income Fund), Investment Advisory Agreement (Oppenheimer Global Strategic Income Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders SBICMRC is authorized, in arranging the purchase and sale of the Fund's portfolio securities, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, or futures commission merchants or other persons (includinghereinafter "broker-dealers"), but not limited to, including "affiliated" broker-dealers (as that are affiliated term is defined in the Investment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of the third subparagraph of this Paragraph 6, the benefit of such investment information or research as will be of significant assistance to the Subadviser) as performance by SBICMRC of its investment management functions. Portfolio transactions may be selected transacted with primary marketmakers acting as principal on a net basis, with no brokerage commissions being paid by the Subadviser; providedFund. Such principal transactions may, however, that result in a profit to such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement marketmakers. SBICMRC may make purchases of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to underwritten issues for the Fund and to such other clients. (c) The Subadviser at prices which include underwriting fees. SBICMRC shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser SBICMRC on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-broker- dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-broker- dealer for particular and related transactions of the Portfolio; and any other considerations of which the Board of Trustees of the Trust or MML Advisers may notify the Subadviser in writing from time to timeFund.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Sbi Fund Inc), Investment Advisory Agreement (Sbi Fund Inc)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities exchanges, brokers or through such brokers, dealers, futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act) (hereinafter “broker-dealers”), as may be selected by may, in its best judgment, implement the Subadviser; providedpolicy of the Fund to obtain, howeverat reasonable expense, that such orders shall be consistent with the brokerage policy set forth in “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s Prospectus and Statement of Additional Informationportfolio transactions as well as to obtain, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionprovisions of subparagraph “(c)” of this paragraph “7” the benefit of such investment information or research as will be of significant assistance to the performance by OFI GLOBAL of its investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL exercises “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or OFI GLOBAL’s overall responsibilities with respect to the accounts as to which it exercises investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s Trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph “7.” (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act of 1940 for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Main Street Small- & Mid-Cap Fund), Investment Advisory Agreement (Oppenheimer Main Street Small- & Mid-Cap Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders a. OFI is authorized, in arranging the Fund's portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, dealers, futures commission merchants brokers or other persons (including, but not limited to, dealers including "affiliated" broker-dealers (as that are affiliated term is defined in the Investment Company Act) (hereinafter "broker-dealers"), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph "(c)" of this paragraph "8," the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser b. OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. c. OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's Trustees were reasonable in relation to the benefits to the Fund. d. OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting the Fund's portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Fund's Board of Trustees and the provisions of this paragraph "8". e. The Fund recognizes that an affiliated broker (i) may act as one of the Trust Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Balanced Fund), Investment Advisory Agreement (Oppenheimer Balanced Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI (or any Sub Advisor) is authorized, in arranging the Fund's portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons including "affiliated" broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter "broker-dealers that are affiliated dealers"), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph "(c)" of this paragraph "7," the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI (or any Sub Advisor) of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase OFI (or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (cany Sub Advisor) The Subadviser shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI (or any Sub Advisor) on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI (or any Sub Advisor) shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its affiliates (or any other considerations Sub Advisor) exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI (or any Sub Advisor) determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI and its investment advisory affiliates (or any Sub Advisor) with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI (or any Sub Advisor) will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI (or any Sub Advisor) shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI (or any Sub Advisor) shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph "7." (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Baring China Fund), Investment Advisory Agreement (Oppenheimer Baring Japan Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities exchanges, brokers or through such brokers, dealers, futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), (hereinafter “broker-dealers”), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph “(c)” of this paragraph “8,” the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI GLOBAL of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL exercises “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or OFI GLOBAL’s overall responsibilities with respect to the accounts as to which it exercises investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph “8.” (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Gold & Special Minerals Fund), Investment Advisory Agreement (Oppenheimer Gold & Special Minerals Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL (and any Sub Advisor) is authorized, in arranging the purchase and sale of the portfolio securities and other investments of the Series to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter “broker-dealers”), futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Series as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus benefit of such investment information or research as will be of significant assistance to the performance by OFI GLOBAL (and Statement any Sub Advisor) of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits (their) investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws OFI GLOBAL (and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (cany Sub Advisor) The Subadviser shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Series on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL (or any Sub Advisor) on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Series by participating therein for its own account; the importance to the Fund Series of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities or other investments might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Series. (c) OFI GLOBAL (and any Sub Advisor) shall have discretion, in the interest of the Company and the Series, to allocate brokerage on the portfolio transactions of the Series to broker-dealers, other considerations than an affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Series and/or other accounts for which OFI GLOBAL or its affiliates (or any Sub Advisor) exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Company or the Series to pay such broker-dealers a commission for effecting a portfolio transaction for the Company or the Series that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL (or any Sub Advisor) determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates (or any Sub Advisor) with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL (or any Sub Advisor) will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL (and any Sub Advisor) shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Company and the Series over a representative period selected by the Company’s Trustees were reasonable in relation to the benefits to the Company and the Series. (d) OFI GLOBAL (or any Sub Advisor) shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Company and the Series for effecting its portfolio transactions to the extent consistent with the interests and policies of the Company and the Series as established by the determinations of the Board of Trustees of the Trust Company and the provisions of this paragraph 7. (e) The Company recognizes that an affiliated broker-dealer: (i) may act as one of the Company’s regular brokers for the Company or MML Advisers the Series thereof so long as it is lawful for it so to act; (ii) may notify be a major recipient of brokerage commissions paid by the Subadviser Company or a Series thereof; and (iii) may effect portfolio transactions for the Company or the Series only if the commissions, fees or other remuneration received or to be received by it are determined in writing from time accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act to timebe within the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Quest for Value Funds), Investment Advisory Agreement (Oppenheimer Quest for Value Funds)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI (and any Sub-Advisor) is authorized, in arranging the Fund's portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons including "affiliated" broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter "broker-dealers that are affiliated dealers"), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph "(c)" of this paragraph "7," the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus OFI (and Statement any Sub-Advisor) of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws OFI (and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (cany Sub-Advisor) The Subadviser shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI (or any Sub-Advisor) on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI (and any Sub-Advisor) shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other considerations than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its affiliates (and any Sub-Advisor) exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI (or any Sub-Advisor) determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI and its investment advisory affiliates (and any Sub-Advisor) with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI (or any Sub-Advisor) will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI (and any Sub-Advisor) shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI (or any Sub-Advisor) shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph "7." (e) The Trust recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer International Large Cap Core Trust), Investment Advisory Agreement (Oppenheimer International Large Cap Core Trust)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the Fund’s portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons including “affiliated” broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter “broker-dealers that are affiliated dealers”), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph “(c)” of this paragraph “7,” the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph “7.” (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Absolute Return Fund), Investment Advisory Agreement (Oppenheimer Short Duration Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL is authorized, in arranging the Fund's portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, dealers, futures commission merchants brokers or other persons (including, but not limited to, dealers including “affiliated” broker-dealers (as that are affiliated term is defined in the Investment Company Act) (hereinafter "broker-dealers"), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph “(c)” of this paragraph “7,” the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI GLOBAL of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL and its affiliates exercise "investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s Trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees and the provisions of this paragraph “7.” (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Global High Yield Fund), Investment Advisory Agreement (Oppenheimer High Yield Opportunities Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the purchase and sale of the portfolio securities and other investments of the Fund to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons (including, but not limited to, including "affiliated" broker-dealers that are affiliated dealers, as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Fund as well as to obtain, consistent with MML Advisers the provisions of subparagraph (c) of this paragraph 6, the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Fund on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) transactions will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Fund by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities or other investments might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the PortfolioFund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the portfolio transactions of the Fund to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) to OFI, which may assist OFI in managing the assets of the Fund or other accounts for which OFI or any affiliate of OFI exercises "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Board were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund. (e) The Fund recognizes that an affiliated broker-dealer: (i) may act as one of the Fund's regular brokers for the Fund so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any other considerations rule, regulation or order adopted under the Investment Company Act to be within the permissible level of which such commissions. (f) The provisions of this paragraph 6 shall apply to any affiliate of OFI that is retained to provide investment advisory services to the Board of Trustees of the Trust or MML Advisers may notify the Subadviser in writing from time to timeFund.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Tremont Opportunity Fund LLC), Investment Advisory Agreement (Oppenheimer Tremont Market Neutral Fund LLC)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL is authorized, in arranging the Fund’s portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, dealers, futures commission merchants brokers or other persons dealers including “affiliated” broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter “broker-dealers that are affiliated dealers”), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph “(c)” of this paragraph “7,” the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI GLOBAL of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Funds portfolio transactions to broker-dealers (other than affiliated broker-dealers) qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL and its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s Trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees and the provisions of this paragraph “7.” (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Panorama Series Fund), Investment Advisory Agreement (Panorama Series Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI Global is authorized, in arranging the purchase and sale of the portfolio securities of the Fund to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter "broker-dealers"), futures commission merchants or other persons (including, but not limited to, including "affiliated" broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Fund as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI Global of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI Global shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Fund on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI Global on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Fund by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI Global shall have discretion, in the interest of the Fund, to allocate brokerage on the portfolio transactions of the Fund to broker-dealers, other than an affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI Global or its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI Global determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI Global or its affiliates with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI Global will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI Global shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's Trustees were reasonable in relation to the benefits to the Fund. (d) OFI Global shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust Fund and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer: (i) may act as one of the Fund's regular brokers for the Fund or MML Advisers a Series thereof so long as it is lawful for it so to act; (ii) may notify be a major recipient of brokerage commissions paid by the Subadviser Fund; and (iii) may effect portfolio transactions for the Fund or a Series thereof only if the commissions, fees or other remuneration received or to be received by it are determined in writing from time to timeaccordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Rising Dividends Fund), Investment Advisory Agreement (Oppenheimer Rising Dividends Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders with or through such brokers, dealers, futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated with MML Advisers or the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser shall select broker-dealers to effect the Portfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amendedAct; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; and any other considerations of which the Board of Trustees of the Trust or MML Advisers may notify the Subadviser in writing from time to time.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (MML Series Investment Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the purchase and sale of the portfolio securities of the Company to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter "broker-dealers"), futures commission merchants or other persons (including, but not limited to, including "affiliated" broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Company as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Company on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Company by participating therein for its own account; the importance to the Fund Company of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Company. (c) OFI shall have discretion, in the interest of the Company, to allocate brokerage on the portfolio transactions of the Company to broker-dealers, other than an affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Company and/or other accounts for which OFI or its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Company to pay such broker-dealers a commission for effecting a portfolio transaction for the Company that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Company over a representative period selected by the Company's Directors were reasonable in relation to the benefits to the Company. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Company for effecting its portfolio transactions to the extent consistent with the interests and policies of the Company as established by the determinations of the Board of Trustees Directors of the Trust Company and the provisions of this paragraph 7. (e) The Company recognizes that an affiliated broker-dealer: (i) may act as one of the Company's regular brokers for the Company or MML Advisers a Series thereof so long as it is lawful for it so to act; (ii) may notify be a major recipient of brokerage commissions paid by the Subadviser Company; and (iii) may effect portfolio transactions for the Company or a Series thereof only if the commissions, fees or other remuneration received or to be received by it are determined in writing from time to timeaccordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Rising Dividends Fund), Investment Advisory Agreement (Oppenheimer Rising Dividends Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter “broker-dealers”), futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI GLOBAL of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7. (e) The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Main Street Funds), Investment Advisory Agreement (Oppenheimer Main Street Funds)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the Fund's portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, dealers, futures commission merchants brokers or other persons (including, but not limited to, dealers including "affiliated" broker-dealers (as that are affiliated term is defined in the Investment Company Act) (hereinafter "broker-dealers"), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph "(c)" of this paragraph "7" the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph "7" (e) The Fund recognizes that an affiliated broker-dealer (i) may act as its regular broker so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions. (f) Subject to the foregoing provisions of this paragraph "7" OFI may notify also consider sales of Fund shares and shares of other investment companies managed by OFI or its affiliates as a factor in the Subadviser in writing from time to timeselection of broker-dealers for the Fund's portfolio transactions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Global Fund), Investment Advisory Agreement (Oppenheimer Global Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the purchase and sale of the portfolio securities and other investments of the Fund to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons (including, but not limited to, including "affiliated" broker-dealers that are affiliated dealers, as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Fund as well as to obtain, consistent with MML Advisers the provisions of subparagraph (c) of this paragraph 6, the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Fund on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) transactions will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Fund by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities or other investments might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the PortfolioFund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the portfolio transactions of the Fund to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) to OFI, which may assist OFI in managing the assets of the Fund or other accounts for which OFI or any affiliate of OFI exercises "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Board were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund. (e) The Fund recognizes that an affiliated broker-dealer: (i) may act as one of the Fund's regular brokers for the Fund so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any other considerations rule, regulation or order adopted under the Investment Company Act to be within the permissible level of which such commissions. (f) Subject to the Board foregoing provisions of Trustees this paragraph 6, OFI may also consider sales of Interests as a factor in the Trust or MML Advisers may notify selection of broker-dealers for its portfolio transactions. (g) The provisions of this paragraph 6 shall apply to any affiliate of OFI that is retained to provide investment advisory services to the Subadviser in writing from time to timeFund.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Tremont Opportunity Fund LLC), Investment Advisory Agreement (Oppenheimer Tremont Market Neutral Fund LLC)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders with or through such brokers, dealers, futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated with MML Advisers MassMutual or the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser shall select broker-dealers to effect the Portfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; and any other considerations of which the Board of Trustees of the Trust or MML Advisers MassMutual may notify the Subadviser in writing from time to time.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Massmutual Premier Funds), Investment Subadvisory Agreement (Massmutual Premier Funds)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL is authorized, in arranging the purchase and sale of the portfolio securities of the Fund, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter “broker-dealers”), futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Fund as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI GLOBAL of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Fund on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Fund by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL shall have discretion, in the interest of the Fund, to allocate brokerage on the portfolio transactions of the Fund to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s Trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust Fund and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers for the Fund so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund thereof only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Equity Income Fund), Investment Advisory Agreement (Oppenheimer Equity Income Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL is authorized, in arranging the Fund’s portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, dealers, futures commission merchants brokers or other persons (including, but not limited to, dealers including “affiliated” broker-dealers (as that are affiliated term is defined in the Investment Company Act) (hereinafter “broker dealers”), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph “(c)” of this paragraph “7” the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI GLOBAL of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL and its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph “7” (e) The Fund recognizes that an affiliated broker-dealer (i) may act as its regular broker so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Global Fund), Investment Advisory Agreement (Oppenheimer Global Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter “broker-dealers, futures commission merchants or other persons (including, but not limited to, ”) including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 6, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI GLOBAL of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer broker­-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealerbroker­-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer broker­-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust Fund and the provisions of this paragraph 6. (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer LTD Term Government Fund), Investment Advisory Agreement (Oppenheimer LTD Term Government Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the purchase and sale of the Fund's portfolio securities, to employ or deal with such members of securities or through such brokerscommodities exchanges, dealers, futures commission merchants brokers or other persons dealers (including, but not limited to, hereinafter "broker-dealers that are affiliated with MML Advisers or dealers"), as may, in its best judgment, implement the Subadviserpolicy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interest of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's Trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust or MML Advisers may notify Fund and the Subadviser in writing from time to timeprovisions of this paragraph 7.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Multi-State Municipal Trust), Investment Advisory Agreement (Oppenheimer Multi-State Municipal Trust)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the Fund's portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons including "affiliated" broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter "broker-dealers that are affiliated dealers"), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph "(c)" of this paragraph "7," the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 23(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker- dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph "7." (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions. (f) Subject to the foregoing provisions of this paragraph "7", OFI may notify also consider sales of Fund shares and shares of other investment companies managed by OFI or its affiliates as a factor in the Subadviser in writing from time to timeselection of broker-dealers for the Fund's portfolio transactions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Midcap Fund), Investment Advisory Agreement (Oppenheimer International Small Co Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the purchase and sale of the Fund's portfolio securities, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter "broker-dealers"), futures commission merchants or other persons (including, but not limited to, including "affiliated" broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) for the Fund and/or other accounts for which OFI or its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934, as amended) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust Fund and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Fund's regular brokers for the Fund so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer International Bond Fund), Investment Advisory Agreement (Oppenheimer International Bond Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI (and any Sub Advisor) is authorized, in arranging the purchase and sale of the portfolio securities and other investments of the Fund to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter "broker-dealers"), futures commission merchants or other persons (including, but not limited to, including "affiliated" broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Fund as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus benefit of such investment information or research as will be of significant assistance to the performance by OFI (and Statement any Sub Advisor) of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws OFI (and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (cany Sub Advisor) The Subadviser shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Fund on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI (or any Sub Advisor) on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Fund by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities or other investments might be be, purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI (and any Sub Advisor) shall have discretion, in the interest of the Fund, to allocate brokerage on the portfolio transactions of the Fund to broker-dealers, other considerations than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its affiliates (or any Sub Advisor) exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI (or any Sub Advisor) determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker- dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates (or any Sub Advisor) with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI (or any Sub Advisor) will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI (and any Sub Advisor) shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's Trustees were reasonable in relation to the benefits to the Fund. (d) OFI (or any Sub Advisor) shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust Fund and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer: (i) may act as one of the Fund's regular brokers for the Fund so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time Investment Company Act to timebe within the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Main Street Select Fund), Investment Advisory Agreement (Oppenheimer Main Street Opportunity Fund)

Portfolio Transactions and Brokerage. a. OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (a) The Subadviser shall place orders with or through such brokershereinafter “broker-dealers”), dealers, futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement provisions of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. subparagraph (c) The Subadviser of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI GLOBAL of its investment management functions. b. OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. c. OFI GLOBAL shall have discretion, in the interest of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund. d. OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7. e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Multi-State Municipal Trust), Investment Advisory Agreement (Oppenheimer Multi-State Municipal Trust)

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Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OMC is authorized, in arranging the Fund's portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons including "affiliated" broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter "broker-dealers that are affiliated dealers"), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph "(c)" of this paragraph "7," the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OMC of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OMC shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OMC on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OMC shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 23(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OMC and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OMC determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OMC and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OMC will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OMC shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OMC shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph "7." (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions. (f) Subject to the foregoing provisions of this paragraph "7", OMC may notify also consider sales of Fund shares and shares of other investment companies managed by OMC or its affiliates as a factor in the Subadviser in writing from time to timeselection of broker-dealers for the Fund's portfolio transactions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Enterprise Fund), Investment Advisory Agreement (Oppenheimer International Growth Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorised, in arranging the purchase and sale of the Fund's portfolio investments, to employ or deal with such members of securities or through such commodities exchanges, brokers, dealers, dealers or futures commission merchants or other persons (includinghereinafter "broker-dealers"), but not limited to, including "affiliated" broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the U. S. Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI exercises "investment discretion" (as that term is defined in Section 3(a)(35) of the U. S. Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI with respect to the accounts as to which it exercises investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimise the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees Directors of the Trust Fund and the provisions of this paragraph 7. (e) The Fund recognises that an affiliated broker-dealer: (i) may act as one of the Fund's regular brokers for the Fund so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Global Strategic Income Fund), Investment Advisory Agreement (Oppenheimer Variable Account Funds)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders with or through such brokersSub-Adviser is authorized, dealers, futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated with MML Advisers or in arranging the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in purchase and sale of the Fund’s Prospectus publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the best execution (prompt and Statement reliable execution at the most favorable security price obtainable) of Additional Information, or approved the Fund’s portfolio transactions. MassMutual shall provide the Sub-Adviser with copies of all applicable procedures adopted by the Board of Trustees Fund’s trustees which determine when an affiliate of the Trust, conform with federal securities laws and be consistent with seeking best executionSub-Adviser may effect portfolio transactions. (b) On occasions when the Subadviser deems The Sub-Adviser may effect the purchase or and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a security broker to effect such transactions, and may enter into a contract in which the broker acts either as principal or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsagent. (c) The Subadviser Sub-Adviser shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the PortfolioFund; and any such other considerations of which as the Board of Trustees of the Trust or MML Advisers may notify MassMutual determine and provide to the Subadviser in writing Sub-Adviser from time to time. Subject to the foregoing, the Sub-Adviser may also consider sales of shares of the Fund, or may consider or follow the recommendations of MassMutual that take such sales into account, as factors in the selection of broker-dealers to effect the Fund’s portfolio transactions. Notwithstanding the above, nothing herein shall require the Sub-Adviser to use a broker-dealer which provides research services or to use a particular broker-dealer which MassMutual has recommended.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds), Investment Sub Advisory Agreement (Massmutual Institutional Funds)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL (and any Sub Advisor) is authorized, in arranging the purchase and sale of the portfolio securities and other investments of the Company to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter “broker-dealers”), futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Company to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Company as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI GLOBAL of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws OFI GLOBAL (and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (cany Sub Advisor) The Subadviser shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Company on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL (or any Sub Advisor) on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Company by participating therein for its own account; the importance to each Series of the Fund Company of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities or other investments might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Company. (c) OFI GLOBAL (and any Sub Advisor) shall have discretion, in the interest of the Company, to allocate brokerage on the portfolio transactions of the Company to broker-dealers, other considerations than an affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Company and/or other accounts for which OFI GLOBAL or its affiliates (or any Sub Advisor) exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Company to pay such broker-dealers a commission for effecting a portfolio transaction for the Company that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates (or any Sub Advisor) with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL (or any Sub Advisor) will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL (and any Sub Advisor) shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Company over a representative period selected by the Company’s Trustees were reasonable in relation to the benefits to the Company. (d) OFI GLOBAL (or any Sub Advisor) shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Company for effecting its portfolio transactions to the extent consistent with the interests and policies of the Company as established by the determinations of the Board of Trustees of the Trust Company and the provisions of this paragraph 7. (e) The Company recognizes that an affiliated broker-dealer: (i) may act as one of the Company’s regular brokers for the Company so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Company; and (iii) may effect portfolio transactions for the Company only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time Investment Company Act to timebe within the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer International Value Fund), Investment Advisory Agreement (Oppenheimer International Value Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place Manager will render all services for the Fund in connection with placing orders with brokers and dealers for the purchase, sale or through such brokers, dealers, futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated with MML Advisers or the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in trade of securities for the Fund’s Prospectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionportfolio. (b) On occasions when the Subadviser deems The Manager is authorized, in arranging the purchase or and sale of a security the Fund’s portfolio securities, to employ or other investment to be deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including “affiliated” broker-dealers (as that term is defined in the Investment Company Act), as may, in its best interest judgment, implement the policy of the Portfolio Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable securities price obtainable) of the Fund’s portfolio transactions as well as other clients to obtain, consistent with provisions of the Subadvisersubparagraph (c) of this paragraph 6, the Subadviser, benefit of such investment information or research as will be of significant assistance to the extent permitted performance by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation Manager of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsinvestment management functions. (c) The Subadviser Manager shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser Manager on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by by, participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (d) The Manager shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions and any who provide “brokerage and/or research services” (as such services are defined in Section 28 (e) (3) of the Securities Exchange Act of 1934) for the Fund and/or other considerations of accounts for which the Manager exercises “investment discretion” (as that term is defined in Section 3 (a) (35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the accounts as to which it exercises investment discretion. In reaching such determination, the Manager will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, the Manager shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s Trustees were reasonable in relation to the benefits to the Fund. (e) The Manager shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by, the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph 6. (f) The Fund recognizes that an affiliated broker (i) may act as one of the Trust Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund, and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated in any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Equity Fund), Investment Advisory Agreement (Oppenheimer Equity Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the Fund's portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons including "affiliated" broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter all of the foregoing are referred to as "broker-dealers that are affiliated dealers"), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph (c) of this paragraph 7, the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 23(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions. (f) Subject to the foregoing provisions of this paragraph 7, OFI may notify also consider sales of Fund shares and shares of other investment companies managed by OFI or its affiliates as a factor in the Subadviser in writing from time to timeselection of broker-dealers for the Fund's portfolio transactions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Senior Floating Rate Fund), Investment Advisory Agreement (Oppenheimer Senior Floating Rate Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place Manager will render all services for the Fund in connection with placing orders with brokers and dealers for the purchase, sale or through such brokers, dealers, futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated with MML Advisers or the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in trade of securities for the Fund’s Prospectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionportfolio. (b) On occasions when the Subadviser deems The Manager is authorized, in arranging the purchase or and sale of a security the Fund’s portfolio securities, to employ or other investment to be deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), including “affiliated” broker-dealers, as that term is defined in the Investment Company Act, as may, in its best interest judgment, implement the policy of the Portfolio Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as other clients to obtain, consistent with provisions of the Subadvisersubparagraph (c) of this paragraph 6, the Subadviser, benefit of such investment information or research as will be of significant assistance to the extent permitted performance by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation Manager of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsinvestment management functions. (c) The Subadviser Manager shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser Manager on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the PortfolioFund. (d) The Manager shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers (other than affiliated broker-dealers) qualified to obtain best execution of such transactions and who provide “brokerage and/or research services” (as such services are defined in Section 28 (e) (3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which the Manager exercises “investment discretion” (as that term is defined in Section 3 (a) (35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the accounts as to which it exercises investment discretion. In reaching such determination, the Manager will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, the Manager shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s Trustees were reasonable in relation to the benefits to the Fund. (e) The Manager shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph 6. (f) Transactions with affiliated broker-dealers are required to conform to a number of restrictions and conditions: (1) affiliated broker-dealers may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by them are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions; and (2) if required by Section 11(a) of the Securities Exchange Act of 1934, affiliated broker-dealers may not receive compensation in connection with any other considerations portfolio transaction effected on a national securities exchange for the Fund if the affiliated broker-dealers are members of such exchange unless there is an effective separate written contract between the affiliated broker-dealers and the Fund expressly providing otherwise and which refers to said Section 11(a) and the rules promulgated thereunder and provides that any transactions executed on an exchange of which the Board affiliated broker-dealers are members must be executed on the floor of Trustees such exchange by a member which is not an “associated person” of the Trust or MML Advisers may notify the Subadviser in writing from time to timeaffiliated broker-dealers.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Capital Income Fund), Investment Advisory Agreement (Oppenheimer Capital Income Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders with or through such brokers, dealers, futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated with MML Advisers or the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement of Additional Information, or approved by the Board of Trustees of the TrustTrust and provided to the Subadviser in writing, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. MML Advisers hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commission in all instances. (c) The Subadviser shall select broker-dealers to effect the Portfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; and any other considerations of which the Board of Trustees of the Trust or MML Advisers may notify the Subadviser in writing from time to time.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (MML Series Investment Fund), Investment Subadvisory Agreement (Massmutual Select Funds)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the purchase and sale of the Fund's portfolio securities, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons (including, but not limited to, including "affiliated" broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act) (hereinafter "broker-dealers"), as may be selected by may, in its best judgment, implement the Subadviser; providedpolicy of the Fund to obtain, howeverat reasonable expense, that such orders shall be the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with the brokerage policy set forth in provisions of subparagraph "(c)" of this paragraph "7," the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph "7". (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions. (f) Subject to the foregoing provisions of this paragraph "7", OFI may notify also consider sales of Fund shares and shares of other investment companies advised by OFI or its affiliates as a factor in the Subadviser in writing from time to timeselection of broker-dealers for the Fund's portfolio transactions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Capital Appreciation Fund), Investment Advisory Agreement (Oppenheimer Capital Appreciation Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders with or through such brokersSub-Adviser is authorized, dealers, futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated with MML Advisers or in arranging the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in purchase and sale of the Fund’s Prospectus publicly-traded portfolio securities, to employ or deal with such members of securities exchanges, brokers or dealers (hereinafter “broker-dealers”), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the best execution (prompt and Statement reliable execution at the most favorable security price obtainable under the circumstances, given the value of Additional Information, or approved the services provided by the Board of Trustees broker-dealers) of the Trust, conform with federal securities laws and be consistent with seeking best executionFund’s portfolio transactions. (b) On occasions when the Subadviser deems The Sub-Adviser may effect the purchase or and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a security broker to effect such transactions, and may enter into a contract in which the broker acts either as principal or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsagent. (c) The Subadviser Sub-Adviser shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; other matters involved in the receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the PortfolioFund; and any such other considerations of which as the Board of Trustees of the Trust or MML Advisers may notify MassMutual determine and provide to the Subadviser in writing Sub-Adviser from time to time. Subject to these requirements and the provisions of the Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may select brokers or dealers with which it or the Trust are affiliated. (d) The Sub-Adviser may, but is not obligated to, combine or “batch” orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Sub-Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Common factors to be considered when deciding upon the inclusion of a particular account in a batch order include investment strategy, account objectives, account restrictions, cash balances, relevant policies, order instructions (i.e. limit price or market) and order size. When recommending or effecting a transaction in a particular investment for more than one client, the Sub-Adviser will allocate such recommendations or transaction among clients for whom such recommendation is made or transaction is affected on such basis as the Sub-Adviser deems equitable. Generally, all accounts that participate in a batch transaction will receive an allocation to achieve a targeted security weighting, or other objective target such as cash level. Each account that participates in a batch trade that is filled at several different prices through multiple trades executed in a single day will receive the average price per share for all trades executed on that day whether executed through one or multiple brokers. Additionally, each account participating in a batch trade will pay a pro rata portion of the commissions (subject to minimum ticket charges) for multiple trades of the same security executed in a single day.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (MML Series Investment Fund), Investment Sub Advisory Agreement (Massmutual Select Funds)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders with or through such brokers, dealers, futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated with MML Advisers MassMutual or the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser shall select broker-dealers to effect the Portfolio’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; and any other considerations of which the Board of Trustees of the Trust or MML Advisers MassMutual may notify the Subadviser in writing from time to time. (d) MassMutual understands that should it direct brokerage, it may forego benefits that the Subadviser may be able to obtain for its other clients through, for example, negotiating volume discounts or block or aggregated trades.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (MML Series Investment Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders a. OFI is authorized, in arranging the Fund’s portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act) (hereinafter “broker-dealers”), as may be selected by may, in its best judgment, implement the Subadviser; providedpolicy of the Fund to obtain, howeverat reasonable expense, that such orders shall be the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement provisions of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. subparagraph (c) The Subadviser of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI of its investment management functions. b. OFI shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. c. OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund. d. OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7. e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer ETF Trust), Investment Advisory Agreement (Oppenheimer Revenue Weighted ETF Trust)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI Global is authorized, in arranging the Fund’s portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, dealers, futures commission merchants brokers or other persons dealers including “affiliated” broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter “broker-dealers that are affiliated dealers”), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph “(c)” of this paragraph “7,” the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI Global of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI Global shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI Global on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI Global shall have discretion, in the interests of the Fund, to allocate brokerage on the Funds portfolio transactions to broker-dealers (other than affiliated broker-dealers) qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI Global and its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI Global determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI Global and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI Global will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI Global shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s Directors were reasonable in relation to the benefits to the Fund. (d) OFI Global shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees Directors and the provisions of this paragraph “7.” (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 2 contracts

Samples: Investment Advisory Agreement (Oppenheimer Series Fund Inc), Investment Advisory Agreement (Oppenheimer Series Fund Inc)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders with or through such brokers, dealers, futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated with MML Advisers or the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio Fund as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the PortfolioFund; and any other considerations of which the Board of Trustees of the Trust or MML Advisers may notify the Subadviser in writing from time to time.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Massmutual Select Funds), Investment Subadvisory Agreement (Massmutual Select Funds)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL (and any Sub Advisor) is authorized, in arranging the purchase and sale of the portfolio securities and other investments of the Fund to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter "broker-dealers"), futures commission merchants or other persons (including, but not limited to, including "affiliated" broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Fund as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus benefit of such investment information or research as will be of significant assistance to the performance by OFI GLOBAL (and Statement any Sub Advisor) of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws OFI GLOBAL (and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (cany Sub Advisor) The Subadviser shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Fund on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL (or any Sub Advisor) on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Fund by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities or other investments might be be, purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL (and any Sub Advisor) shall have discretion, in the interest of the Fund, to allocate brokerage on the portfolio transactions of the Fund to broker-dealers, other considerations than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL or its affiliates (or any Sub Advisor) exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL (or any Sub Advisor) determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker- dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates (or any Sub Advisor) with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL (or any Sub Advisor) will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL (and any Sub Advisor) shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's Trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL (or any Sub Advisor) shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust Fund and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer: (i) may act as one of the Fund's regular brokers for the Fund so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time Investment Company Act to timebe within the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (Oppenheimer Main Street All Cap Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the Fund's portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons including "affiliated" broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter "broker-dealers that are affiliated dealers"), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph "(c)" of this paragraph "7," the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 23(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph "7." (e) The Trust recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (Oppenheimer Principal Protected Trust Iii)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders Sub-Adviser is authorized, with respect to the Portfolio in arranging the purchase and sale of the Fund's publicly-traded portfolio securities, to employ or through deal with such brokersmembers of securities exchanges, dealers, futures commission merchants brokers or other persons dealers (including, but not limited to, hereinafter "broker-dealers that are affiliated with MML Advisers or dealers"), as may, in its best judgment, implement the Subadviserpolicy of the Fund to obtain, at reasonable expense, the best execution (prompt and reliable execution at the most favorable security price obtainable) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in of the Fund’s Prospectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution's portfolio transactions. (b) On occasions when the Subadviser deems The Sub-Adviser may effect the purchase or and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a security broker to effect such transactions, and may enter into a contract in which the broker acts either as principal or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsagent. (c) The Subadviser Sub-Adviser shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser Sub-Adviser on the basis of all relevant factors and considerations including, without limitation, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; the willingness of the broker-dealer to provide useful or desirable investment research and/or special execution services; other matters involved in the receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the PortfolioFund; and any such other considerations of which as the Board of Trustees of the Trust or MML Advisers may notify MassMutual determine and provide to the Subadviser in writing Sub-Adviser from time to time. The Sub-Adviser may cause the Fund to pay a commission in excess of the amount another adequately qualified broker-dealer would have charged if the Sub-Adviser determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or other services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the accounts for which it exercises investment discretion. (d) The Sub-Adviser may aggregate purchase and sale orders for the Fund with those of other accounts from which it has investment discretion. Securities purchased in transactions effected pursuant to such aggregated orders shall be allocated among the Fund and such other client accounts of the Sub-Adviser in accordance with the Sub-Adviser's written allocation procedures, as amended from time to time, or in a manner that is fair and equitable under the circumstances.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Massmutual Institutional Funds)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the purchase and sale of the Fund's portfolio securities, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter "broker-dealers"), futures commission merchants or other persons (including, but not limited to, including "affiliated" broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer broker­-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s broker­-dealer's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer broker­-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust Fund and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer: (i) may act as one of the Fund's regular brokers for the Fund so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (Oppenheimer Champion Income Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI (and any Sub Advisor) is authorized, in arranging the purchase and sale of the portfolio securities and other investments of the Fund to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter "broker-dealers"), futures commission merchants or other persons (including, but not limited to, including "affiliated" broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Fund as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus benefit of such investment information or research as will be of significant assistance to the performance by OFI (and Statement any Sub Advisor) of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits (their) investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws OFI (and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (cany Sub Advisor) The Subadviser shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Fund on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI (or any Sub Advisor) on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Fund by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities or other investments might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI (and any Sub Advisor) shall have discretion, in the interests of the Fund, to allocate brokerage on the portfolio transactions of the Fund to broker-dealers, other considerations than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its affiliates (or any Sub Advisor) exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI (or any Sub Advisor) determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates (or any Sub Advisor) with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI (or any Sub Advisor) will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI (and any Sub Advisor) shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's Trustees were reasonable in relation to the benefits to the Fund. (d) OFI (or any Sub Advisor) shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer: (i) may act as one of the Fund's regular brokers for the Fund so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other renumeration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time Investment Company Act to timebe within the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (Oppenheimer Bond Fund Series)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL (and any Sub Advisor) is authorized, in arranging the purchase and sale of the portfolio securities and other investments of the Series to employ or deal with such members of securities or through such brokerscommodities exchanges, dealers, futures commission merchants brokers or other persons dealers (including, but not limited to, hereinafter “broker-dealers”), including “affiliated” broker dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Series as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus benefit of such investment information or research as will be of significant assistance to the performance by OFI GLOBAL (and Statement any Sub Advisor) of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits (their) investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws OFI GLOBAL (and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (cany Sub Advisor) The Subadviser shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Series on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL (or any Sub Advisor) on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Series by participating therein for its own account; the importance to the Fund Series of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities or other investments might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Series. (c) OFI GLOBAL (and any Sub Advisor) shall have discretion, in the interest of the Fund and the Series, to allocate brokerage on the portfolio transactions of the Series to broker-dealers, other considerations than an affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Series and/or other accounts for which OFI GLOBAL or its affiliates (or any Sub Advisor) exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund or the Series to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund or the Series that is in excess of the amount of commission another broker dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL (or any Sub Advisor) determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates (or any Sub Advisor) with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL (or any Sub Advisor) will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL (and any Sub Advisor) shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund and the Series over a representative period selected by the Fund’s Trustees were reasonable in relation to the benefits to the Fund and the Series. (d) OFI GLOBAL (or any Sub Advisor) shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund and the Series for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund and the Series as established by the determinations of the Board of Trustees of the Trust Fund and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers for the Fund or MML Advisers the Series thereof so long as it is lawful for it so to act; (ii) may notify be a major recipient of brokerage commissions paid by the Subadviser Fund or a Series thereof; and (iii) may effect portfolio transactions for the Fund or the Series only if the commissions, fees or other remuneration received or to be received by it are determined in writing from time accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act to timebe within the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (Oppenheimer Quest for Value Funds)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI Global is authorized, in arranging the purchase and sale of the portfolio securities of the Company to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter "broker-dealers"), futures commission merchants or other persons (including, but not limited to, including "affiliated" broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Company as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI Global of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI Global shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Company on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI Global on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Company by participating therein for its own account; the importance to the Fund Company of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Company. (c) OFI Global shall have discretion, in the interest of the Company, to allocate brokerage on the portfolio transactions of the Company to broker-dealers, other than an affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Company and/or other accounts for which OFI Global or its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Company to pay such broker-dealers a commission for effecting a portfolio transaction for the Company that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI Global determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI Global or its affiliates with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI Global will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI Global shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Company over a representative period selected by the Company's Trustees were reasonable in relation to the benefits to the Company. (d) OFI Global shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Company for effecting its portfolio transactions to the extent consistent with the interests and policies of the Company as established by the determinations of the Board of Trustees of the Trust Company and the provisions of this paragraph 7. (e) The Company recognizes that an affiliated broker-dealer: (i) may act as one of the Company's regular brokers for the Company or MML Advisers a Series thereof so long as it is lawful for it so to act; (ii) may notify be a major recipient of brokerage commissions paid by the Subadviser Company; and (iii) may effect portfolio transactions for the Company or a Series thereof only if the commissions, fees or other remuneration received or to be received by it are determined in writing from time to timeaccordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (Oppenheimer Rising Dividends Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the purchase and sale of the Fund's portfolio securities, to employ or deal with such members of securities exchanges, brokers or through such brokers, dealers, futures commission merchants or other persons (including, but not limited to, including "affiliated" broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act) (hereinafter "broker-dealers"), as may be selected by may, in its best judgment, implement the Subadviser; providedpolicy of the Fund to obtain, howeverat reasonable expense, that such orders shall be the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with provisions of subparagraph "(c)" of this paragraph "7" the brokerage policy set forth in benefit of such investment information or research as will be of significant assistance to the Fund’s Prospectus and Statement performance by OFI of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI exercises "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker- dealer, viewed in terms of either that particular transaction or OFI's overall responsibilities with respect to the accounts as to which it exercises investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's Trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker- dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph "7." (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act of 1940 for determining the permissible level of such commissions. (f) Subject to the foregoing provisions of this paragraph "7" OFI may notify also consider sales of shares of the Subadviser Fund and other investment companies managed by OFI or its affiliates as a factor in writing from time to timethe selection of broker-dealers for the Fund's portfolio transactions.

Appears in 1 contract

Samples: Investment Advisory Agreement (Oppenheimer Core Equity Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL (and any Sub Advisor) is authorized, in arranging the purchase and sale of the portfolio securities and other investments of the Fund to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter “broker-dealers”), futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Fund as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus benefit of such investment information or research as will be of significant assistance to the performance by OFI GLOBAL (and Statement any Sub Advisor) of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits (their) investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws OFI GLOBAL (and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (cany Sub Advisor) The Subadviser shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Fund on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL (or any Sub Advisor) on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Fund by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities or other investments might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL (and any Sub Advisor) shall have discretion, in the interests of the Fund, to allocate brokerage on the portfolio transactions of the Fund to broker-dealers, other considerations than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL or its affiliates (or any Sub Advisor) exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL (or any Sub Advisor) determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates (or any Sub Advisor) with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL (or any Sub Advisor) will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL (and any Sub Advisor) shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s Trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL (or any Sub Advisor) shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust Fund and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers for the Fund so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other renumeration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time Investment Company Act to timebe within the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (Oppenheimer Rochester Fund Municipals)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the Fund's portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons including “affiliated” broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter “broker-dealers that are affiliated dealers”), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph “(c)” of this paragraph “7,” the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph “7.” (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (Oppenheimer Portfolio Series Fixed Income Active Allocation Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the Fund's portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, dealers, futures commission merchants brokers or other persons (including, but not limited to, dealers including "affiliated" broker-dealers (as that are affiliated term is defined in the Investment Company Act) (hereinafter "broker-dealers"), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph "(c)" of this paragraph "7" the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker- dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of this paragraph "7" (e) The Fund recognizes that an affiliated broker-dealer (i) may act as its regular broker so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (Oppenheimer Global Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL is authorized, in arranging the purchase and sale of the portfolio securities of the Company, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter “broker-dealers”), futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Company as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI GLOBAL of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Company on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Company by participating therein for its own account; the importance to the Fund Company of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Company. (c) OFI GLOBAL shall have discretion, in the interest of the Company, to allocate brokerage on the portfolio transactions of the Company to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Company and/or other accounts for which OFI GLOBAL or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Company to pay such broker-dealers a commission for effecting a portfolio transaction for the Company that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Company over a representative period selected by the Company’s Directors were reasonable in relation to the benefits to the Company. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Company for effecting its portfolio transactions to the extent consistent with the interests and policies of the Company as established by the determinations of the Board of Trustees Directors of the Trust Company and the provisions of this paragraph 7. (e) The Company recognizes that an affiliated broker-dealer: (i) may act as one of the Company’s regular brokers for the Company so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Company; and (iii) may effect portfolio transactions for the Company thereof only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (Oppenheimer Equity Income Fund Inc)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place Manager will render all services for the Fund in connection with placing orders with brokers and dealers for the purchase, sale or through such brokers, dealers, futures commission merchants or other persons (including, but not limited to, broker-dealers that are affiliated with MML Advisers or the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in trade of securities for the Fund’s Prospectus and Statement of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution's portfolio. (b) On occasions when the Subadviser deems The Manager is authorized, in arranging the purchase or and sale of a security the Fund's portfolio securities, to employ or other investment to be deal with such members of securities exchanges, brokers or dealers (hereinafter "broker-dealers"), including "affiliated" broker-dealers (as that term is defined in the Investment Company Act), as may, in its best interest judgment, implement the policy of the Portfolio Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable securities price obtainable) of the Fund's portfolio transactions as well as other clients to obtain, consistent with provisions of the Subadvisersubparagraph (c) of this paragraph 6, the Subadviser, benefit of such investment information or research as will be of significant assistance to the extent permitted performance by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation Manager of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsinvestment management functions. (c) The Subadviser Manager shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser Manager on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by by, participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (d) The Manager shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions and any who provide "brokerage and/or research services" (as such services are defined in Section 28 (e) (3) of the Securities Exchange Act of 1934) for the Fund and/or other considerations of accounts for which the Manager exercises "investment discretion" (as that term is defined in Section 3 (a) (35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Manager determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Manager's overall responsibilities with respect to the accounts as to which it exercises investment discretion. In reaching such determination, the Manager will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, the Manager shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's Directors were reasonable in relation to the benefits to the Fund. (e) The Manager shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by, the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees Directors and the provisions of this paragraph 6. (f) The Fund recognizes that an affiliated broker (i) may act as one of the Trust Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund, and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated in any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (Oppenheimer Equity Fund Inc)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the purchase and sale of the Fund's portfolio securities, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter "broker-dealers"), futures commission merchants or other persons (including, but not limited to, including "affiliated" broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Corporation to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Corporation over a representative period selected by the Corporation's directors were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees Directors of the Trust Corporation and the provisions of this paragraph 7. (e) The Corporation recognizes that an affiliated broker-dealer: (i) may act as one of the Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Corporation; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (Oppenheimer Main Street Funds Inc)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter “broker-dealers, futures commission merchants or other persons (including, but not limited to, ”) including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 6, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s trustees were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust Fund and the provisions of this paragraph 6. (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (Oppenheimer LTD Term Government Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders a. Advisor is authorized, in arranging the Fund’s portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act) (hereinafter “broker-dealers”), as may may. in its best judgment, implement the policy of the Fund to obtain “best execution,” for these transactions, which is understood to mean prompt and reliable execution at the most favorable price obtainable . The Advisor shall not be selected by the Subadviser; providedprecluded from obtaining, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement provisions of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. Subsection (c) The Subadviser of this Section the benefit of such investment information or research as will be of significant assistance to the performance by Advisor of its investment management functions. b. Advisor shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser Advisor on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. c. Advisor shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which Advisor or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if Advisor determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker- dealer, viewed in terms of either that particular transaction or the overall responsibilities of Advisor and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, Advisor will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, Advisor shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund. d. Advisor shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this Section 7. e. On occasions when Advisor deems the purchase or MML Advisers sale of a security to be in the best interest of the Fund as well as other clients of Advisor and its affiliates, Advisor to the extent permitted by applicable laws and regulations, may, but will be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Advisor in the manner which Advisor considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients over time. The Trust agrees that Advisor and its affiliates may notify give advice and take action in the Subadviser performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Funds. The Trust acknowledges that Advisor and its affiliates arc fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Funds, and that Advisor will carry out its duties hereunder together with its duties under such relationships. f. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it arc determined in writing from time to timeaccordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (ETF Opportunities Trust)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI is authorized, in arranging the Fund’s portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, dealers, futures commission merchants brokers or other persons dealers including “affiliated” broker dealers (including, but not limited to, as that term is defined in the Investment Company Act) (hereinafter “broker-dealers that are affiliated dealers”), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, consistent with MML Advisers the provisions of subparagraph “(c)” of this paragraph “7,” the benefit of such investment information or the Subadviser) research as may be selected of significant assistance to the performance by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement OFI of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Funds portfolio transactions to broker-dealers (other than affiliated broker-dealers) qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s Directors were reasonable in relation to the benefits to the Fund. (d) OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees Directors and the provisions of this paragraph “7.” (e) The Fund recognizes that an affiliated broker-dealer (i) may act as one of the Trust Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time to timeInvestment Company Act for determining the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (Oppenheimer Series Fund Inc)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders a. Advisor is authorized, in arranging the Fund’s portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act) (hereinafter “broker-dealers”), as may may, in its best judgment, implement the policy of the Fund to obtain “best execution,” for these transactions, which is understood to mean prompt and reliable execution at the most favorable price obtainable . The Advisor shall not be selected by the Subadviser; providedprecluded from obtaining, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement provisions of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. Subsection (c) The Subadviser of this Section the benefit of such investment information or research as will be of significant assistance to the performance by Advisor of its investment management functions. b. Advisor shall select broker-dealers to effect the PortfolioFund’s portfolio transactions based on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser Advisor based on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. c. Advisor shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”)) for the Fund and other accounts for which Advisor or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Exchange Act) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if Advisor determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of Advisor and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, Advisor will not be required to place or attempt to place a specific dollar value on the brokerage and research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, Advisor shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund. d. Advisor shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker- dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this Section 7. e. On occasions when Advisor deems the purchase or MML Advisers sale of a security to be in the best interest of the Fund as well as other clients of Advisor and its affiliates, Advisor to the extent permitted by applicable laws and regulations, may, but will be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Advisor in the manner which Advisor considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients over time. The Trust agrees that Advisor and its affiliates may notify give advice and take action in the Subadviser performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Funds. The Trust acknowledges that Advisor and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Funds, and that Advisor will carry out its duties hereunder together with its duties under such relationships. f. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in writing from time to timeaccordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (ETF Opportunities Trust)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities or through such brokerscommodities exchanges, dealers, futures commission merchants brokers or other persons dealers (including, but not limited to, hereinafter “broker-dealers that are affiliated with MML Advisers or dealers”), as may, in its best judgment, implement the Subadviserpolicy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI GLOBAL of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser OFI GLOBAL shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL shall have discretion, in the interest of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s Trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust or MML Advisers may notify Fund and the Subadviser in writing from time to timeprovisions of this paragraph 7.

Appears in 1 contract

Samples: Investment Advisory Agreement (Oppenheimer Multi-State Municipal Trust)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders Adviser is authorized, in arranging the purchase and sale of the Fund's portfolio securities, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons (including, but not limited to, hereinafter "broker-dealers that are affiliated with MML Advisers or dealers"), as may, in its best judgment, implement the Subadviserpolicy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph "(c)" of this paragraph "6," the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board Adviser of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (c) The Subadviser Adviser shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; and any other considerations of which Fund. (c) Adviser shall have discretion, in the Board of Trustees interests of the Trust Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which Adviser has "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or MML Advisers the overall responsibilities of Adviser with respect to the accounts as to which it exercises investment discretion. In reaching such determination, the Adviser will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, Adviser shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's trustees were reasonable in relation to the benefits to the Fund. (d) The Adviser may notify aggregate sales and purchase orders of the Subadviser assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all such accounts in writing from a manner believed to be equitable over time to timeeach account.

Appears in 1 contract

Samples: Investment Advisory Agreement (Stewart Capital Mutual Funds)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders a. Advisor is authorized, in arranging the Fund’s portfolio transactions, to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers, futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act) (hereinafter “broker-dealers”), as may may, in its best judgment, implement the policy of the Fund to obtain “best execution,” for these transactions, which is understood to mean prompt and reliable execution at the most favorable price obtainable . The Advisor shall not be selected by the Subadviser; providedprecluded from obtaining , however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s Prospectus and Statement provisions of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best execution. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. Subsection (c) The Subadviser of this Section the benefit of such investment information or research as will be of significant assistance to the performance by Advisor of its investment management functions. b. Advisor shall select broker-dealers to effect the PortfolioFund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser Advisor on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the PortfolioFund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. c. Advisor shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which Advisor or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if Advisor determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of Advisor and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, Advisor will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, Advisor shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund. d. Advisor shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker- dealer on the basis of which its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this Section 7. e. On occasions when Advisor deems the purchase or MML Advisers sale of a security to be in the best interest of the Fund as well as other clients of Advisor and its affiliates, Advisor to the extent permitted by applicable laws and regulations, may, but will be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by Advisor in the manner which Advisor considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients over time. The Trust agrees that Advisor and its affiliates may notify give advice and take action in the Subadviser performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Funds. The Trust acknowledges that Advisor and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Funds, and that Advisor will carry out its duties hereunder together with its duties under such relationships. f. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in writing from time to timeaccordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (ETF Opportunities Trust)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL (and any Sub Advisor) is authorized, in arranging the purchase and sale of the portfolio securities and other investments of the Company to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter “broker-dealers”), futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Company to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Company as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus and Statement benefit of Additional Information, such investment information or approved research as will be of significant assistance to the performance by the Board OFI GLOBAL of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws OFI GLOBAL (and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (cany Sub Advisor) The Subadviser shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Company on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL (or any Sub Advisor) on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-broker- dealer to facilitate the Portfolio’s portfolio transactions of the Company by participating therein for its own account; the importance to each Series of the Fund Company of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities or other investments might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Company. (c) OFI GLOBAL (and any Sub Advisor) shall have discretion, in the interest of the Company, to allocate brokerage on the portfolio transactions of the Company to broker-dealers, other considerations than an affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Company and/or other accounts for which OFI GLOBAL or its affiliates (or any Sub Advisor) exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Company to pay such broker- dealers a commission for effecting a portfolio transaction for the Company that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates (or any Sub Advisor) with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL (or any Sub Advisor) will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL (and any Sub Advisor) shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Company over a representative period selected by the Company’s Trustees were reasonable in relation to the benefits to the Company. (d) OFI GLOBAL (or any Sub Advisor) shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Company for effecting its portfolio transactions to the extent consistent with the interests and policies of the Company as established by the determinations of the Board of Trustees of the Trust Company and the provisions of this paragraph 7. (e) The Company recognizes that an affiliated broker-dealer: (i) may act as one of the Company’s regular brokers for the Company so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Company; and (iii) may effect portfolio transactions for the Company only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time Investment Company Act to timebe within the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (Oppenheimer International Equity Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders OFI GLOBAL (and any Sub Advisor) is authorized, in arranging the purchase and sale of the portfolio securities and other investments of the Fund to employ or deal with such members of securities or through such brokerscommodities exchanges, brokers or dealers (hereinafter “broker-dealers”), futures commission merchants or other persons (including, but not limited to, including “affiliated” broker-dealers (as that are affiliated with MML Advisers or term is defined in the SubadviserInvestment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the portfolio transactions of the Fund as may be selected by the Subadviser; providedwell as to obtain, however, that such orders shall be consistent with the brokerage policy set forth in provisions of subparagraph (c) of this paragraph 7, the Fund’s Prospectus benefit of such investment information or research as will be of significant assistance to the performance by OFI GLOBAL (and Statement any Sub Advisor) of Additional Information, or approved by the Board of Trustees of the Trust, conform with federal securities laws and be consistent with seeking best executionits (their) investment management functions. (b) On occasions when the Subadviser deems the purchase or sale of a security or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws OFI GLOBAL (and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (cany Sub Advisor) The Subadviser shall select broker-dealers to effect the Portfolio’s portfolio transactions of the Fund on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser OFI GLOBAL (or any Sub Advisor) on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s portfolio transactions of the Fund by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities or other investments might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (c) OFI GLOBAL (and any Sub Advisor) shall have discretion, in the interests of the Fund, to allocate brokerage on the portfolio transactions of the Fund to broker-dealers, other considerations than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL or its affiliates (or any Sub Advisor) exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL (or any Sub Advisor) determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates (or any Sub Advisor) with respect to accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL (or any Sub Advisor) will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL (and any Sub Advisor) shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund’s Trustees were reasonable in relation to the benefits to the Fund. (d) OFI GLOBAL (or any Sub Advisor) shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7. (e) The Fund recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers for the Fund so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or MML Advisers may notify other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Subadviser in writing from time Investment Company Act to timebe within the permissible level of such commissions.

Appears in 1 contract

Samples: Investment Advisory Agreement (Rochester Portfolio Series)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders Sub-Advisor is authorised, in arranging the purchase and sale of the Fund's publicly-traded portfolio securities, to employ or deal with such members of securities or through such brokerscommodities exchanges, dealers, brokers or dealers or futures commission merchants or other persons (including, but not limited to, hereinafter "broker-dealers dealers"), including "affiliated" broker-dealers, as that are affiliated with MML Advisers or the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth term is defined in the Fund’s Prospectus and Statement of Additional InformationU. S. Investment Company Act, or approved by as may, in its best judgment, implement the Board of Trustees policy of the TrustFund to obtain, conform with federal securities laws and be consistent with seeking at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions. (b) On occasions when the Subadviser deems The Sub-Advisor may effect the purchase or and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a security broker in such to effect said transactions, and may enter into a contract in which the broker acts either as principal or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsagent. (c) The Subadviser Sub-Advisor shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser Sub-Advisor on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (d) The Sub-Advisor shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the U.S. Securities Exchange Act of 1934) for the Fund and/or other accounts for which the Sub-Advisor or its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the U.S. Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Sub-Advisor determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisor or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, the Sub-Advisor will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, the Sub-Advisor shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Directors were reasonable in relation to the benefits to the Fund. (e) The Sub-Advisor shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimise the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees Directors and the provisions of the Trust or MML Advisers may notify the Subadviser in writing from time to timethis paragraph 6.

Appears in 1 contract

Samples: Sub Advisory Agreement (Oppenheimer Real Asset Fund)

Portfolio Transactions and Brokerage. (a) The Subadviser shall place orders Sub-Adviser is authorized, in arranging the purchase and sale of the Fund's publicly-traded portfolio securities, to employ or deal with such members of securities or through such brokerscommodities exchanges, dealers, brokers or dealers or futures commission merchants or other persons (includinghereinafter "broker- dealers"), but not limited to, including "affiliated" broker-dealers dealers, as that are affiliated with MML Advisers or the Subadviser) as may be selected by the Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth term is defined in the Fund’s Prospectus and Statement of Additional InformationInvestment Company Act, or approved by as may, in its best judgment, implement the Board of Trustees policy of the TrustFund to obtain, conform with federal securities laws and be consistent with seeking at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions. (b) On occasions when the Subadviser deems The Sub-Adviser may effect the purchase or and sale of securities (which are otherwise publicly traded) in private transactions on such terms and conditions as are customary in such transactions, may use a security broker in such to effect said transactions, and may enter into a contract in which the broker acts either as principal or other investment to be in the best interest of the Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased in order to seek best execution. In such event, the Subadviser will make allocation of the securities or other investments so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clientsagent. (c) The Subadviser Sub-Adviser shall select broker-dealers to effect the Portfolio’s Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the Subadviser Sub-Adviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-broker- dealer to facilitate the Portfolio’s Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s 's apparent familiarity with sources from or to whom particular securities might be purchased or sold; receipt of brokerage and research services available from or through the broker-dealer in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Portfolio; Fund. (d) The Sub-Adviser shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which the Sub- Adviser or its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the Sub- Adviser determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, the Sub-Adviser will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, the Sub- Adviser shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Trustees were reasonable in relation to the benefits to the Fund. (e) The Sub-Adviser shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any other considerations particular portfolio transactions or to select any broker-dealer on the basis of which its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees and the provisions of this paragraph 5. (f) Subject to the foregoing provisions of this Section 5, ORAMI may also consider sales of shares of the Trust Fund and other funds advised by either OFI, ORAMI or MML Advisers may notify their affiliates as a factor in the Subadviser in writing from time to timeselection of broker-dealers for its portfolio transactions.

Appears in 1 contract

Samples: Sub Advisory Agreement (Oppenheimer Real Asset Fund)

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