Common use of IDENTIFICATION OF CONFLICTS OF INTEREST Clause in Contracts

IDENTIFICATION OF CONFLICTS OF INTEREST. Our internal policies and procedures are designed to ensure that we identify potential conflicts of interest that arise or may arise between ourselves (including our employees) and our clients and between one client of the firm and another. 20.2.1 Potential conflicts of interest that could arise in the course of our providing services to our private banking clients include but are not limited to, the following: (i) being the other party to a transaction or acting as agent for another client or investor or acting as principal selling our own property to a client or buying property from a client, including proprietary sales from and purchases for an in-house inventory of fixed income securities which is designed to facilitate client requirements and thereby making a profit (or loss) or taking a mark-up, mark-down or credit for our or an Affiliate’s own account; (ii) acting as agent or arranging a transaction for an Affiliate or another client or investor and also acting as agent for another client in the same transaction and receiving and retaining commission or other charges from both parties and the price of the transaction being different from the bid or, as appropriate, offer price; (iii) executing a transaction for or with a client in circumstances where we have knowledge of other actual or potential transactions in the relevant security; (iv) having a holding in or trading, dealing or market-making in, securities purchased or sold by or for a client; (v) sponsoring, underwriting, sub-underwriting, placing, purchasing, arranging, acting as stabilising manager for, or otherwise participating in, the issue of securities purchased or sold by or for a client; (vi) acting as adviser to, or having any other business relationship with or interest in, the issuer (or any of its affiliates or advisers) of any securities purchased or sold by or for a client or advising or acting as banker to any person in connection with any merger, acquisition or take-over by or for any such issuer (or one of its affiliates); (vii) being the issuer or manager of any securities purchased or sold by or for a client or being adviser or banker to or having any other business relationship with, the trustee, custodian, operator or manager of, or investment adviser, to any form of Collective Investment Scheme in which interests are purchased or sold by or for a client including, for example where: (a) as a client’s discretionary investment manager, we invest in, or as a client’s adviser recommend to the client, an investment product, such as a Collective Investment Scheme, structured product, separately managed account, hedge fund or private equity fund issued or managed by us or an Affiliate, such as ▇.▇. ▇▇▇▇▇▇ Investment Management Inc for which we, to the extent that this is permitted under applicable law or regulation, or such Affiliate may be separately compensated; (b) when we obtain services, including trade execution and clearing services from an Affiliate, such as JPMorgan Asset Management (UK) Limited, in which case such Affiliate may be separately compensated; (c) when we or an Affiliate receives payment for providing services (including where we or an Affiliate act as adviser, administrator, distributor, placement agent, custodian or other service provider) with respect to products purchased on a client’s behalf or by a client; (viii) providing research in relation to an issuer (or any of its affiliates) to which it also provides investment banking services; (ix) extending credit to a client; (x) matching (e.g., by way of a cross) a client’s transaction with that of another client or investor by acting on his behalf as well as on behalf of the first client; (xi) quoting prices to the market in the security, a related security or asset underlying the security; or (xii) advising and providing other services to Affiliates or other clients or investors who may have interests in securities or underlying assets which conflict with those of another client.

IDENTIFICATION OF CONFLICTS OF INTEREST. Our internal policies and procedures are designed to ensure that we identify potential conflicts of interest that arise or may arise between ourselves (including our employees) and our clients and between one client of the firm and another. 20.2.1 Potential conflicts of interest that could arise in the course of our providing services to our private banking clients include but are not limited to, the following: (i) being the other party to a transaction or acting as agent for another client or investor or acting as principal selling our own property to a client or buying property from a client, including proprietary sales from and purchases for an in-house inventory of fixed income securities which is designed to facilitate client requirements and thereby making a profit (or loss) or taking a mark-up▇▇▇▇-up, mark-down ▇▇▇▇-down or credit for our or an Affiliate’s own account; (ii) acting as agent or arranging a transaction for an Affiliate or another client or investor and also acting as agent for another client in the same transaction and receiving and retaining commission or other charges from both parties and the price of the transaction being different from the bid or, as appropriate, offer price; (iii) executing a transaction for or with a client in circumstances where we have knowledge of other actual or potential transactions in the relevant security; (iv) having a holding in or trading, dealing or market-making in, securities purchased or sold by or for a client; (v) sponsoring, underwriting, sub-underwriting, placing, purchasing, arranging, acting as stabilising manager for, or otherwise participating in, the issue of securities purchased or sold by or for a client; (vi) acting as adviser to, or having any other business relationship with or interest in, the issuer (or any of its affiliates or advisers) of any securities purchased or sold by or for a client or advising or acting as banker to any person in connection with any merger, acquisition or take-over by or for any such issuer (or one of its affiliates); (vii) being the issuer or manager of any securities purchased or sold by or for a client or being adviser or banker to or having any other business relationship with, the trustee, custodian, operator or manager of, or investment adviser, to any form of Collective Investment Scheme in which interests are purchased or sold by or for a client including, for example where: (a) as a client’s discretionary investment manager, we invest in, or as a client’s adviser recommend to the client, an investment product, such as a Collective Investment Scheme, structured product, separately managed account, hedge fund or private equity fund issued or managed by us or an Affiliate, such as ▇.▇. ▇▇▇▇▇▇ Investment Management Inc for which we, to the extent that this is permitted under applicable law or regulation, or such Affiliate may be separately compensated; (b) when we obtain services, including trade execution and clearing services from an Affiliate, such as JPMorgan Asset Management (UK) Limited, in which case such Affiliate may be separately compensated; (c) when we or an Affiliate receives payment for providing services (including where we or an Affiliate act as adviser, administrator, distributor, placement agent, custodian or other service provider) with respect to products purchased on a client’s behalf or by a client; (viii) providing research in relation to an issuer (or any of its affiliates) to which it also provides investment banking services; (ix) extending credit to a client; (x) matching (e.g., by way of a cross) a client’s transaction with that of another client or investor by acting on his behalf as well as on behalf of the first client; (xi) quoting prices to the market in the security, a related security or asset underlying the security; or (xii) advising and providing other services to Affiliates or other clients or investors who may have interests in securities or underlying assets which conflict with those of another client.