Common use of MATERIAL INTERESTS Clause in Contracts

MATERIAL INTERESTS. 2.1 The Local Manager and any affiliate may, subject to the limitations of the U.S. Investment Company Act of 1940 (as amended), and to the overriding principles of suitability and Best Execution and without prior reference to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Advisors or the Fund, effect transactions in which the Local Manager or affiliate has, directly or indirectly, a material interest or a relationship of any description with another party, which may involve a potential conflict with the Local Manager's duty to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Advisors or the Fund. Neither the Local Manager nor any affiliate shall be liable to account to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Advisors or the Fund for any profit, commission or remuneration made or received from or by reason of such transactions or any connected transactions nor will the Local Manager's fees, unless otherwise provided, be abated. For example, such potential conflicting interests or duties may arise because: (a) any of the Local Manager's or affiliate's directors or employees is a director of, holds or deals in securities of, or is otherwise interested in any company whose securities are held or dealt in on behalf of the Fund; (b) the transaction is in the securities of a company for which an affiliate has provided corporate finance advice, underwritten, managed or arranged an issue or offer for sale; (c) the Local Manager deals on behalf of the Fund with an affiliate; (e) the Local Manager may effect transactions involving placings and/or new issues with an Affiliate who may be acting as principal or receiving agent's commission. Affiliates may retain any agent's commission or discount or other benefit (including directors' fees) that accrues to them; or (f) the transaction is in units or shares of a collective investment scheme (regulated or unregulated) of which the Local Manager or any affiliate is the manager, operator, banker, adviser, custodian or trustee. 2.2 Nothing in this Agreement shall oblige the Local Manager or any affiliate to accept responsibilities more extensive than those set out in this Agreement or shall give rise to any fiduciary or equitable duties which would prevent or hinder any affiliate acting both as market-maker and broker, principal or agent, dealing with other affiliates and other clients and generally effecting transactions as provided above nor from retaining any remuneration received in respect thereof.

MATERIAL INTERESTS. 2.1 The Local Manager and any affiliate of its affiliates (an “Affiliate”) may, subject to the limitations of the U.S. Investment Company Act of 1940 (1940, as amended), and to the overriding principles of suitability and Best Execution best execution and without prior reference to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Investment Advisors or the FundAdviser, effect transactions in which the Local Manager or affiliate Affiliate has, directly or indirectly, a material interest or a relationship of any description with another party, which may involve a potential conflict with the Local Manager's ’s duty to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Investment Advisors or the Fund. Neither the Local Manager nor any affiliate shall be liable to account to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Advisors or the Fund for any profit, commission or remuneration made or received from or by reason of such transactions or any connected transactions nor will the Local Manager's fees, unless otherwise provided, be abatedAdviser. For example, such potential conflicting interests or duties may arise because: (a) : · any of the Local Manager's ’s or affiliate's Affiliate’s directors or employees is a director of, holds or deals in securities of, or is otherwise interested in any company whose securities are held or dealt in on behalf of the Fund; (b) Investment Adviser; · the transaction is in the securities of a company for which an affiliate Affiliate has provided corporate finance advice, underwritten, managed or arranged an issue or offer for sale; (c) the Local Manager deals on behalf of the Fund with an affiliate; (e) ; · the Local Manager may effect act as agent for the Investment Adviser in relation to transactions involving placings and/or new issues with an Affiliate who may be in which it is also acting as principal or receiving agent's commission. Affiliates may retain any agent's commission or discount or agent for the account of other benefit (including directors' fees) that accrues to themclients and/or an Affiliate; or (f) · the transaction is in units or shares of a collective investment scheme (regulated or unregulated) of which the Local Manager or any affiliate Affiliate is the manager, operator, banker, adviser, custodian or trustee. 2.2 ; or · The Local Manager may act as agent for a counterparty and also act as agent on behalf of the Investment Adviser and in the course of so acting may charge a commission to either the counterparty or the Investment Adviser. Nothing in this the Agreement shall oblige the Local Manager or any affiliate Affiliate to accept responsibilities more extensive than those set out in this the Agreement or shall give rise to any fiduciary or equitable duties which would prevent or hinder either: (i) the Local Manager or any affiliate Affiliate performing investment management or other services for any person or entity other than the Investment Adviser or from making investments on their own behalf and the performance of such services for others or investment on their own behalf will not be deemed to violate or give rise to any duty or obligation to the Investment Adviser; or (ii) the Local Manager effecting any transaction with or for the Investment Adviser with an Affiliate; or (iii) such Affiliate acting both as market-maker and broker, principal or agent, dealing with other affiliates Affiliates and other clients and generally effecting transactions as provided above nor from retaining any remuneration received in respect thereof.

MATERIAL INTERESTS. 2.1 The Local Manager and any affiliate of its affiliates (an “Affiliate”) may, subject to the limitations of the U.S. Investment Company Act of 1940 (1940, as amended), and to the overriding principles of suitability and Best Execution best execution and without prior reference to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Investment Advisors or the FundAdviser, effect transactions in which the Local Manager or affiliate Affiliate has, directly or indirectly, a material interest or a relationship of any description with another party, which may involve a potential conflict with the Local Manager's ’s duty to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Investment Advisors or the Fund. Neither the Local Manager nor any affiliate shall be liable to account to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Advisors or the Fund for any profit, commission or remuneration made or received from or by reason of such transactions or any connected transactions nor will the Local Manager's fees, unless otherwise provided, be abatedAdviser. For example, such potential conflicting interests or duties may arise because: (a) : ·any of the Local Manager's ’s or affiliate's Affiliate’s directors or employees is a director of, holds or deals in securities of, or is otherwise interested in any company whose securities are held or dealt in on behalf of the Fund; (b) Investment Adviser; ·the transaction is in the securities of a company for which an affiliate Affiliate has provided corporate finance advice, underwritten, managed or arranged an issue or offer for sale; (c) the Local Manager deals on behalf of the Fund with an affiliate; (e) ; ·the Local Manager may effect act as agent for the Investment Adviser in relation to transactions involving placings and/or new issues with an Affiliate who may be in which it is also acting as principal or receiving agent's commission. Affiliates may retain any agent's commission or discount or agent for the account of other benefit (including directors' fees) that accrues to themclients and/or an Affiliate; or (f) ·the transaction is in units or shares of a collective investment scheme (regulated or unregulated) of which the Local Manager or any affiliate Affiliate is the manager, operator, banker, adviser, custodian or trustee. 2.2 ; or ·The Local Manager may act as agent for a counterparty and also act as agent on behalf of the Investment Adviser and in the course of so acting may charge a commission to either the counterparty or the Investment Adviser. Nothing in this the Agreement shall oblige the Local Manager or any affiliate Affiliate to accept responsibilities more extensive than those set out in this the Agreement or shall give rise to any fiduciary or equitable duties which would prevent or hinder either: (i) the Local Manager or any affiliate Affiliate performing investment management or other services for any person or entity other than the Investment Adviser or from making investments on their own behalf and the performance of such services for others or investment on their own behalf will not be deemed to violate or give rise to any duty or obligation to the Investment Adviser; or (ii) the Local Manager effecting any transaction with or for the Investment Adviser with an Affiliate; or (iii) such Affiliate acting both as market-maker and broker, principal or agent, dealing with other affiliates Affiliates and other clients and generally effecting transactions as provided above nor from retaining any remuneration received in respect thereof.

MATERIAL INTERESTS. 2.1 The Local Manager and any affiliate may, subject to the limitations of the U.S. Investment Company Act of 1940 (as amended), and to the overriding principles of suitability and Best Execution and without prior reference to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Advisors or the Fund, effect transactions in which the Local Manager or affiliate has, directly or indirectly, a material interest or a relationship of any description with another party, which may involve a potential conflict with the Local Manager's ’s duty to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Advisors or the Fund. Neither the Local Manager nor any affiliate shall be liable to account to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Advisors or the Fund for any profit, commission or remuneration made or received from or by reason of such transactions or any connected transactions nor will the Local Manager's ’s fees, unless otherwise provided, be abated. For example, such potential conflicting interests or duties may arise because: (a) any of the Local Manager's ’s or affiliate's ’s directors or employees is a director of, holds or deals in securities of, or is otherwise interested in any company whose securities are held or dealt in on behalf of the Fund; (b) the transaction is in the securities of a company for which an affiliate has provided corporate finance advice, underwritten, managed or arranged an issue or offer for sale; (c) the Local Manager deals on behalf of the Fund with an affiliate; (e) the Local Manager may effect transactions involving placings and/or new issues with an Affiliate who may be acting as principal or receiving agent's ’s commission. Affiliates may retain any agent's ’s commission or discount or other benefit (including directors' ’ fees) that accrues to them; or (f) the transaction is in units or shares of a collective investment scheme (regulated or unregulated) of which the Local Manager or any affiliate is the manager, operator, banker, adviser, custodian or trustee. 2.2 Nothing in this Agreement shall oblige the Local Manager or any affiliate to accept responsibilities more extensive than those set out in this Agreement or shall give rise to any fiduciary or equitable duties which would prevent or hinder any affiliate acting both as market-maker and broker, principal or agent, dealing with other affiliates and other clients and generally effecting transactions as provided above nor from retaining any remuneration received in respect thereof.