SUB-INVESTMENT ADVISORY AGREEMENT
Exhibit 4(j)
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT dated [_______], 2012, between BlackRock Advisors, LLC, a Delaware limited liability company (the “Adviser ”), and BlackRock International Limited, a corporation organized under the laws of Scotland (the “Sub-Adviser ”).
WHEREAS, the Adviser has agreed to furnish investment advisory services to the Funds listed on Appendix A (each, a “Fund”), each a series of BlackRock Variable Series Funds, Inc., a Maryland corporation (the “Corporation”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide it with certain sub-advisory services as described below in connection with Adviser’s advisory activities on behalf of the Funds; and
WHEREAS, the advisory agreement between the Adviser and the Corporation, dated September 29, 2006 and Amendment No. 1 thereto, dated June 1, 2011 (such agreement or the most recent successor agreement between such parties relating to advisory services to the Corporation is referred to herein as the “Advisory Agreement”) contemplates that the Adviser may sub-contract investment advisory services with respect to the Funds to a sub-adviser pursuant to a sub-advisory agreement agreeable to the Corporation and approved in accordance with the provisions of the 1940 Act; and
WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:
1. Appointment. The Adviser hereby appoints the Sub-Adviser to act as sub-adviser with respect to the Funds and the Sub-Adviser accepts such appointment and agrees to render the services herein set forth for the compensation herein provided. For the purposes of the rules of the Financial Services Authority of the United Kingdom and based on information obtained in respect of the Adviser, the Adviser will be treated by the Sub-Adviser as a professional client.
2. Services of the Sub-Adviser. Subject to the succeeding provisions of this section, the oversight and supervision of the Adviser and the direction and control of the Corporation’s Board of Directors, the Sub-Adviser will perform certain of the day-to-day operations of the Funds, which may include one or more of the following services, at the request of the Adviser: (a) acting as investment adviser for and managing the investment and reinvestment of those assets of the Funds as the Adviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the Funds and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Funds; (b) arranging, subject to the provisions of paragraph 3
hereof, for the purchase and sale of securities and other assets of the Funds; (c) providing investment research and credit analysis concerning the Funds’ investments, (d) assisting the Adviser in determining what portion of the Funds’ assets will be invested in cash, cash equivalents and money market instruments, (e) placing orders for all purchases and sales of such investments made for the Funds, and (f) maintaining the books and records as are required to support Fund investment operations. At the request of the Adviser , the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Corporation’s Board of Directors, provide to the Adviser or the Funds any of the facilities and equipment and perform any of the services described in Section 3 of the Advisory Agreement. In addition, the Sub-Adviser will keep the Funds and the Adviser informed of developments materially affecting the Funds and shall, on its own initiative, furnish to the Funds from time to time whatever information the Sub-Adviser believes appropriate for this purpose. The Sub-Adviser will periodically communicate to the Adviser , at such times as the Adviser may direct, information concerning the purchase and sale of securities for the Funds, including: (a) the name of the issuer, (b) the amount of the purchase or sale, (c) the name of the broker or dealer, if any, through which the purchase or sale is effected, (d) the CUSIP number of the instrument, if any, and (e) such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Funds under the Advisory Agreement. The Sub-Adviser will provide the services rendered by it under this Agreement in accordance with each Fund’s investment objectives, policies and restrictions (as currently in effect and as they may be amended or supplemented from time to time) as stated in the Funds’ Prospectus and Statement of Additional Information and the resolutions of the Corporation’s Board of Directors.
3. Covenants.
(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by: (i) the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and all applicable Rules and Regulations of the Securities and Exchange Commission (the “SEC”); (ii) any other applicable provision of law; (iii) the provisions of the Agreement and Charter and By-Laws of the Corporation, as such documents are amended from time to time; (iv) the investment objectives and policies of the Funds as set forth in its Registration Statement on Form N-1A and/or the resolutions of the Board of Directors; and (v) any policies and determinations of the Board of Directors of the Corporation and
(b) In addition, the Sub-Adviser will:
(i) place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders. A summary of the Sub-Adviser’s Order Execution Policy accompanies this Agreement. The Adviser hereby confirms that it has read and understood this. In particular, the Adviser agrees that the Sub-Adviser may trade outside of the regulated market or multilateral trading facility. In placing orders, the Sub-Adviser will consider the experience and skill of the firm’s securities traders as well as the firm’s financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing
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services they provide to the Funds and other clients of the Adviser or the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions paid by each Fund will be reasonable in relation to the benefits to the Fund over the long-term. Subject to the foregoing and the provisions of the 1940 Act, the Securities Exchange Act of 1934, as amended, and other applicable provisions of law, the Sub-Adviser may select brokers and dealers with which it or the Corporation is affiliated;
(ii) maintain books and records with respect to the Funds’ securities transactions and will render to the Adviser and the Corporation’s Board of Directors such periodic and special reports as they may request;
(iii) maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. When the Sub-Adviser makes investment recommendations for the Funds, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for each Fund’s account are customers of the commercial department of its affiliates; and
(iv) treat confidentially and as proprietary information of the Funds all records and other information relative to the Funds, and the Funds’ prior, current or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by each Fund, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Funds.
4. Services Not Exclusive. Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.
5. Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Corporation are the property of the Corporation and further agrees to surrender promptly to the Corporation any such records upon the Corporation’s request. The Sub-Adviser further agrees to preserve for
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the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act (to the extent such books and records are not maintained by the Adviser).
6. Expenses. During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred by the Sub-Adviser in connection with its duties hereunder; provided that the Board of Directors of the Corporation may approve reimbursement to the Sub-Adviser of the pro-rata portion of the salaries, bonuses, health insurance, retirement benefits and all similar employment costs for the time spent on Fund operations (including, without limitation, compliance matters) (other than the provision of investment advice and administrative services required to be provided hereunder) of all personnel employed by the Sub-Adviser who devote substantial time to Fund operations or the operations of other investment companies advised or sub-advised by the Sub-Adviser.
7. Compensation.
(a) The Adviser agrees to pay to the Sub-Adviser and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser as such, a monthly fee in arrears at an annual rate equal to the amount set forth in Schedule A hereto. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.
(b) For purposes of this Agreement, the net assets of the Funds shall be calculated pursuant to the procedures adopted by resolutions of the Directors of the Corporation for calculating the value of each Fund’s assets or delegating such calculations to third parties.
8. Indemnity.
(a) The Funds hereby agree to indemnify the Sub-Adviser, and each of the Sub-Adviser’s directors, officers, employees, agents, associates and controlling persons and the directors, partners, members, officers, employees and agents thereof (including any individual who serves at the Sub-Adviser’s request as director, officer, partner, member, trustee or the like of another entity) (each such person being an “Indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with applicable state law) reasonably incurred by such Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnitee may be or may have been involved as a party or otherwise or with which such Indemnitee may be or may have been threatened, while acting in any capacity set forth herein or thereafter by reason of such Indemnitee having acted in any such capacity, except with respect to any matter as to which such Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that such Indemnitee’s action was in the best interest of the Corporation and furthermore, in the case of any criminal proceeding, so long as such Indemnitee had no reasonable cause to believe that the conduct was unlawful; provided, however, that (1) no Indemnitee shall be indemnified hereunder against any liability to the Corporation or a Fund or its shareholders or any expense of such Indemnitee arising by reason of (i) willful misfeasance,
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(ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct of such Indemnitee’s position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as “disabling conduct”), (2) as to any matter disposed of by settlement or a compromise payment by such Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of a Fund and that such Indemnitee appears to have acted in good faith in the reasonable belief that such Indemnitee’s action was in the best interest of a Fund and did not involve disabling conduct by such Indemnitee and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Directors of the Corporation.
(b) The Funds shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Corporation receives a written affirmation of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse a Fund unless it is subsequently determined that such Indemnitee is entitled to such indemnification and if the Directors of the Corporation determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Indemnitee shall provide a security for such Indemnitee’s undertaking, (B) the Corporation shall be insured against losses arising by reason of any unlawful advance, or (C) a majority of a quorum consisting of Directors of the Corporation who are neither “interested persons” of the Corporation (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Disinterested Non-Party Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification.
(c) All determinations with respect to the standards for indemnification hereunder shall be made (1) by a final decision on the merits by a court or other body before whom the proceeding was brought that such Indemnitee is not liable by reason of disabling conduct, or (2) in the absence of such a decision, by (i) a majority vote of a quorum of the Disinterested Non-Party Directors of the Corporation, or (ii) if such a quorum is not obtainable or even, if obtainable, if a majority vote of such quorum so directs, independent legal counsel in a written opinion. All determinations that advance payments in connection with the expense of defending any proceeding shall be authorized shall be made in accordance with the immediately preceding clause (2) above.
The rights accruing to any Indemnitee under these provisions shall not exclude any other right to which such Indemnitee may be lawfully entitled.
9. Limitation on Liability. The Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by the Adviser or by the Fund in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful
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misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement.
10. Duration and Termination. This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Funds as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Funds for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Corporation’s Board of Directors or a vote of a majority of the outstanding voting securities of each Fund at the time outstanding and entitled to vote and (b) by the vote of a majority of the Directors, who are not parties to this Agreement or interested persons (as such term is defined in the 0000 Xxx) of any such party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Corporation or the Adviser at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days’ notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Corporation, on behalf of a Fund, or the Adviser shall be directed or approved by the vote of a majority of the Directors of the Corporation in office at the time or by the vote of the holders of a majority of the outstanding voting securities of each Fund entitled to vote, or by the Sub-Adviser on 60 days’ written notice (which notice may be waived by the Corporation, on behalf of a Fund, and the Adviser), and will terminate automatically upon any termination of the Advisory Agreement between the Corporation and the Adviser. This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)
11. Notices. Any notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid.
12. Amendment of this Agreement. This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of the Board of Directors of the Corporation, including a majority of those Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval and, where required by the 1940 Act, by a vote of a majority of the outstanding voting securities of each Fund.
13. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.
14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable
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provisions of the 1940 Act. To the extent that the applicable laws of the State of New York, or any of the provisions, conflict with the applicable provisions of the 1940 Act, the latter shall control.
15. Counterparts. This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized officers designated below as of the day and year first above written.
BLACKROCK ADVISORS, LLC
By:
Name:
Title:
BlackRock International Limited
By:
Name:
Title:
AGREED AND ACCEPTED
as of the date first set forth above
BLACKROCK VARIABLE SERIES FUNDS, INC.
By:
Name:
Title:
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Appendix A
|
Name of Series |
Effective Date |
| BlackRock Managed Volatility V.I. Fund | [____ __], 2012 |
Schedule A
Sub-Investment Advisory Fee
BlackRock Managed Volatility V.I. Fund
Pursuant to Section 7, for that portion of BlackRock Managed Volatility V.I. Fund for which the Sub-Adviser acts as sub-adviser, Adviser shall pay a fee to Sub-Adviser equal to [________] percent ([__]%) of the advisory fee received by the Adviser from the Fund with respect to such portion, net of: (i) expense waivers and reimbursements, (ii) expenses relating to distribution and sales support activities borne by the Adviser , and (iii) administrative, networking, recordkeeping, sub-transfer agency and shareholder services expenses borne by the Adviser.
INFORMATION ON BLACKROCK’S ORDER EXECUTION POLICY
Background
The EU Markets in Financial Instruments Directive (MiFID) came into force on 1st November 2007. One aspect of the legislation is that BlackRock is required to take all reasonable steps to obtain the best possible result when dealing for its clients, taking into account the execution factors referred to below. This is often referred to as “best execution”. Importantly, BlackRock is required to establish and implement an order execution policy that demonstrates how it seeks to obtain the best possible result in accordance with that obligation.
The purpose of this document is to provide Customers with a summary of BlackRock’s order execution policy.
This document covers all BlackRock entities resident within the European Economic Area (EEA) that execute orders, place orders with, or transmit orders to, other entities for execution. These are set out in more detail in the Glossary.
Generally all orders and executions of equity instruments and foreign exchange are managed by centralized, specialized dealing desks. Fixed income trades are executed by portfolio managers or, in some cases, through specialized dealing desks. The dealers are recognized as a significant part of the investment process and BlackRock seeks to harness their dealing expertise to optimize investment performance.
Execution Factors
Subject to any specific instructions that BlackRock receives, BlackRock takes into account a range of factors in deciding where to execute deals in order to obtain the best possible result for Customers. BlackRock dealers and portfolio managers who place deals (referred to for this purpose collectively as dealers) will determine the relative importance of a range of sometimes conflicting factors by using their experience in the particular financial instruments and markets being traded. Generally the most important factor that the dealers take into account is the price of the financial instrument being traded, along with any associated execution costs - the total consideration for the trade.
The diversity of the markets, the types of instruments BlackRock trades and the kind of orders BlackRock places means that BlackRock often takes into account a variety of factors in addition to the total consideration of the trade. These other factors may include speed, likelihood of execution and settlement, the size and nature of the order and market impact.
In some markets, price volatility may mean that the timeliness of execution is a key factor, whereas in other markets or instruments that have low liquidity, it may be the mere ability to execute the trade that is a key factor. In other cases, BlackRock’s choice of venue may be limited (even to the fact that there may only be one platform/ market upon which BlackRock can execute Customers orders) because of the nature of the trade.
For some types of financial instruments such as over-the-counter transactions there is no formalized market or settlement infrastructure, which is particularly relevant for certain fixed income and derivative trades.
Execution Criteria
When executing a deal, BlackRock will take into account a number of criteria for determining the relative importance of the execution factors noted above. These include a Customer’s status, either as a Retail client or as a Professional client, the nature of the order, the characteristics of the financial instruments that are the subject of that order and the characteristics of the execution venues to which that order can be directed.
Choice of Venue
BlackRock will take all reasonable steps to select venues that it believes are most likely to provide the best result in the execution of orders. These venues are generally accessed via brokers and include Regulated Markets such as the London Stock Exchange, Multilateral Trading Facilities (MTFs) and electronic communication networks (ECNs). Please see the Glossary for more information. Where permitted, BlackRock may match buy and sell orders of stock between Customers either through internal crossing arrangements or via ECNs in order to minimize broker commission and market impact. BlackRock may also undertake programmed trades where there is an appropriate basket of stocks to trade in order to reduce overall transaction costs. In certain circumstances BlackRock may execute trades outside of a Regulated Market or MTF.
To enable the dealers to assess the appropriate venue, they have access to several sources of price information and news including Reuters and Bloomberg, and receive indications of interest, quotes and information on market flow and liquidity from brokers. This access to information is designed to allow dealers to obtain the best possible result for BlackRock’s Customers. BlackRock also take steps to ensure that it does not structure or charge commissions in such a way as to discriminate unfairly between execution venues.
More detailed information about the execution venues that BlackRock uses for specific financial instruments is available on request.
Specific Instructions
BlackRock are not required to take the steps mentioned above when placing an order with, or transmitting an order to, another entity for execution to the extent that BlackRock is following specific instructions from a Customer. Customers should be aware that any specific instruction given regarding the execution of orders may prevent BlackRock from taking the steps that it has designed and implemented in its execution policy to obtain the best possible result in respect of the elements covered by those instructions.
Where a Customer’s instructions relate only to part of an order, BlackRock will continue to apply its execution policy to those aspects not covered by the instruction.
Review
BlackRock will review its order execution policy and order execution arrangements on an annual basis, as well as whenever a material change occurs that affects its ability to continue to obtain the best possible result for its Customers. BlackRock will notify Customers of any material change to its order execution policy and order execution arrangements.
Consent to the Order Execution Policy
For a financial instrument admitted to trading on a Regulated Market or MTF, BlackRock are required to obtain a Customer’s prior express consent before it executes an order in such instrument outside of a Regulated Market or MTF. This allows BlackRock greater choice in the venues that it can use to execute orders, and therefore restricting the execution of orders to Regulated Markets and MTFs may have a detrimental effect on the quality of the execution that is provided. Executing orders off-exchange though may provide less regulatory protection than dealing on a Regulated Market or MTF.
Glossary
BlackRock – any BlackRock legal entity resident in the EEA (or branch thereof) or branch of a non-EEA BlackRock legal entity resident in the EEA, from which investment services are provided to clients including, but not restricted to, BlackRock Investment Management (UK) Limited, BlackRock Asset Management UK Limited, BlackRock Investment Management International Limited, BlackRock International Limited and BlackRock (Netherlands) B.V.
Bid/ ask spreads – the difference between the market price quotations, for buying and selling particular securities.
Electronic Communication Networks (“ECN”) – an electronic execution venue for fund managers that enables them to match buying and selling orders in securities directly with other fund managers. Commissions are typically lower, while market impact and bid/ ask spreads are removed altogether.
Financial instruments – the list of financial instruments set out in Annex 1 Section C of MiFID, as amended from time to time. These include, for example, equity and fixed income securities, money market instruments, units in pooled funds, derivatives and contracts for differences.
Internal crossing – a manager’s decision to match a selling order of one client with a buying order of another client without placing the order through the market, thereby saving both clients the cost of the bid/ ask spread and broker commissions.
MiFID – the Markets in Financial Instruments Directive (2004/39/EC), a European Union Directive that forms part of the EU’s Financial Services Action Plan, which is the EU’s ongoing initiative to improve the single market in financial services.
Multilateral Trading Facility (“MTF”) – a system, operated by an investment firm or a market operator, which brings together multiple third-party buying and selling interests in financial instruments.
Programmed trades – bulk trades for multiple securities placed through a single broker at a significantly reduced commission rate.
Regulated Market - a multilateral system operated and/ or managed by an authorized market operator, which brings together (or facilitates the bringing together of) multiple third-party buying and selling interests in financial instruments.
