Common use of Disclosure of Conflicts Clause in Contracts

Disclosure of Conflicts. Whilst the Manager seeks to prevent or manage conflicts of interest and recognizes that disclosure of conflicts is a measure of last resort, there may be certain situations where the organizational and administrative arrangements established by the Manager will not be sufficient to ensure, with reasonable confidence, that risks of damage to the interests of the Client will be prevented. The Client hereby confirms and represents that it has received and understands: (i) the disclosures referenced in Annex B hereto relating to, among other things, certain potential conflicts of interest; and (ii) current Part 2A and Part 2B of Form ADV filed with the U.S. Securities and Exchange Commission by one or more of the Manager’s affiliates (as updated by the Manager from time to time and notified to the Client) (“Form ADV”), and wishes to appoint the Manager pursuant to this Agreement notwithstanding the potential conflicts therein disclosed. Subject to the terms of this Agreement, the Client hereby consents to the Manager or any of its affiliates taking any action, or refraining to take any action, as described in Annex B or Form ADV. Certain affiliates of the Manager are subject to disclosure obligations arising from their regulatory status in the United States and other jurisdictions, and Annex B identifies certain conflicts that are managed by the Manager or its affiliates with a view to ensuring that the interests of clients are not adversely affected as well as those situations where the organizational and administrative arrangements established by the Manager will not be sufficient to ensure, with reasonable confidence, that risks of damage to the interests of the Client will be prevented.

Disclosure of Conflicts. Whilst the Manager seeks to prevent or manage conflicts of interest and recognizes that disclosure of conflicts is a measure of last resort, there may be certain situations where the organizational and administrative arrangements established by the Manager will not be sufficient to ensure, with reasonable confidence, that risks of damage to the interests of the Client will be prevented. The Client hereby confirms and represents that it has received and understands: (i) the disclosures referenced set forth in Annex B hereto relating to, among other things, certain the Manager’s current regulatory disclosure brochure (Part 2 of Form ADV) regarding potential conflicts of interestinterest and other risk factors as at the date of this Agreement (the “Risk Factors”); and (ii) current Part 2A and Part 2B of Form ADV filed with the U.S. Securities and Exchange Commission by one or more of the Manager’s affiliates as at the date of this Agreement (as updated by the Manager from time to time and notified to the Clientavailable at: ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇/firm/summary/143161) (“Form ADV”), and wishes to appoint the Manager pursuant to this Agreement notwithstanding the potential conflicts therein disclosed. Subject to the terms of this Agreement, the Client hereby consents to the Manager or any of its affiliates taking any action, or refraining to take any action, as described in Annex B the Risk Factors or Form ADV. Certain affiliates of the Manager are subject to disclosure obligations arising from their regulatory status in the United States and other jurisdictions, and Annex B identifies the Risk Factors identify certain conflicts that are managed by the Manager or its affiliates with a view to ensuring that the interests of clients are not adversely affected as well as those situations where the organizational and administrative arrangements established by the Manager will not be sufficient to ensure, with reasonable confidence, that risks of damage to the interests of the Client will be prevented.