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Commission Sharing Agreements
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Commission Sharing Agreement
Commission Sharing Agreement
Doc #373850: Click preview link for longer preview.
COMMISSION SHARING AGREEMENT
This Commission Sharing Agreement (the "Agreement"), dated as of April
23, 2002, is by and between Instinet Corporation ("Instinet"), a registered
broker-dealer and a member of the National Association of Securities Dealers,
Inc. and Bridge Trading Company ("Bridge"), a registered broker-dealer and a
member of the New York Stock Exchange (each a "Party", and together the
WHEREAS Bridge has selected Instinet as a firm that it will introduce
to certain of its institutional clients (each a "Client", and together the
"Clients") as a means of providing Clients with a facility for execution of
transactions in foreign-denominated securities ("Foreign Securities
WHEREAS Bridge and Instinet have agreed that, as compensation for such
introductions, Instinet shall pay Bridge a portion of the commissions it
receives on the Foreign Securities Transactions directly resulting from such
NOW THEREFORE, in consideration of the mutual covenants and obligations
set forth in this Agreement, the Parties agree as follows:
1. Client Introductions. Bridge may introduce Clients to Instinet for
certain of their Foreign Securities Transactions.
2. Acceptance of Accounts by Instinet and Execution Services. Instinet
will open accounts for Clients introduced by Bridge and provide
execution services for Foreign Securities Transactions provided that:
(i) such Clients comply with all of Instinet's terms and conditions
for acceptance of clients; (ii) Instinet approves such account in its
sole discretion; and (iii) such Clients enter into agreements with
Instinet governing the terms and conditions for provision of services
and equipment by Instinet (the "Services") and remain in compliance
thereof. Neither Instinet nor its owners, affiliates, officers,
directors, advisory committees, agents, employees, associated persons,
licensors or other third parties providing services on their behalf
will be liable to Bridge or any other person for any damage, cost or
expense of any nature or from any cause whatsoever, whether direct,
special, incidental or consequential, arising out of, or related to:
(i) any Client's use of the Services; (ii) Instinet's refusal to
accept, display, execute, clear and/or settle any order entered or
executed or attempted to be entered or executed by any Client; or
(iii) the installation, furnishing, performance, maintenance, use of
or inability to use the Services, authorized equipment or any computer
software, cabling, network services, databases, manuals or any other
materials or Services furnished by or on behalf of Instinet.
Instinet makes no warranty, express or implied, including, without
limitation, any implied conditions or warranties or merchantability or
fitness for a particular use or purpose, any implied warranty arising
from trade usage, course of dealing or course of performance, and of
any other warranty or obligation with respect to the Services or any
software or other equipment made available to any Client and all such
other warranties are hereby disclaimed.
3. Commission Sharing. Effective as of the date hereof, Instinet shall
remit to Bridge the Rebates (as hereinafter defined) in relation to
Foreign Securities Transactions executed on or after
, 2002 where a Client (A) has identified to
Instinet on trade date, via telephone, e-mail, the Instinet Messaging
log, or any other means of order entry as the Client and Instinet
agree, the specific Foreign Securities Transactions as `Bridge Trades'
either at the time such Client: (i) places the order, (ii) receives the
execution or (iii) gives the account breakdown and (B) effects the
execution thereof with or through Instinet.
The amount of commissions received by Instinet to be rebated to Bridge
in respect of such directed orders (the "Rebates") shall be computed as
agreed in Exhibit 1.
Nothing herein shall restrict any transaction by or between Instinet
and Client that is not identified by the Client as being transmitted
pursuant to this Agreement, nor shall Instinet be obligated to pay
Rebates for transactions in securities received from Clients other than
Foreign Securities Transactions identified by Clients as "Bridge
4. Payments of Rebates. Rebates payments, if any, shall be made by
Instinet to Bridge in United States Dollars (or other agreed currency)
on or before the 15th day of the calendar month next following the
month in which the Foreign Securities Transactions were executed.
5. Compliance with Securities Laws and Regulations. Except as specifically
set forth in Section 6 of this Agreement, each Party shall be
responsible for compliance with all applicable federal, state and local
(in foreign jurisdictions) securities laws and regulations, including
all applicable rules of self regulatory organizations (together
"Securities Regulations"). To the extent that either Party fails to
comply with Securities Regulations, it shall indemnify the other Party
from any damages resulting from the violation.
Instinet Group Inc.
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