Common use of Material interests and conflicts Clause in Contracts

Material interests and conflicts. 14.1 Pe Manager or its Associates may provide similar services or any other services whatsoever to any other client or potential client and the Manager shall not in any circumstance be required to account to the Investor for any profits earned in connection therewith. So far as is deemed practicable by the Manager, the Manager will use all reasonable endeavours to ensure fair treatment as between the Investor and any other clients in compliance with the FCA Rules. 14.2 Pe Manager has in place a conflicts of interest policy pursuant to the FCA Rules which sets out how it identifies and manages conflicts of interest. A summary of the Manager’s Conflicts Policy is available at xxx.xxxxxxxxxxxxxxx.xx.xx. Pe Investor hereby confirms that he/she has read the Manager’s Conflicts Policy and agrees to the Manager’s Conflicts Policy. 14.3 Pe Investor acknowledges and agrees that: (a) certain directors and employees of the Manager may be investors through the Service; (b) the Manager and/or its directors, officers, employees, consultants, expert advisers and clients may co-invest with the Service on the same terms and conditions without prior reference to the Investor or obtaining the Investor’s consent; (c) other portfolios or funds or entities managed or advised by the Manager may from time to time invest in or otherwise transact with an investee company in which an Investment is made; and (d) the Manager and/or its directors, officers, employees, consultants, expert advisers and clients may already have invested in or otherwise transacted with an investee company in which an Investment is made through the Service or in an Investment which is connected with an investment or transaction made through the Service. 14.4 Pe Manager or its Associates may be separately engaged by some of the companies that the Service will invest in to advise or assist those companies to raise finance and/or by companies to which loans are made by investee companies and certain directors or employees of the Manager or its Associates may be directors or other officers of investee companies. Pe Manager or its Associates may receive a fee from each such company for its additional services. Part of the Manager’s (or relevant Associate’s) fee for additional services received from such companies may therefore be calculated by reference to the amount invested through the Service. 14.5 Pe Manager will normally act as the agent of the Investor, who will therefore be bound by its actions under the Agreement. To the extent that any fiduciary or equitable duties arise as a result of the services to be provided hereunder such duties shall not prevent or hinder the Manager, or any Associate, in effecting transactions with or for the Investor.

Material interests and conflicts. 14.1 12.1 Pe Manager or its Associates affiliates may provide similar services or any other services whatsoever to any other client or potential client and the Manager shall not in any circumstance be required to account to the Investor for any profits earned in connection therewith. So far as is deemed practicable by the Manager, the Manager will use all reasonable endeavours to ensure fair treatment as between the Investor and any other clients in compliance with the FCA Rules. 14.2 12.2 Pe Manager has in place a conflicts of interest policy pursuant to the FCA Rules which sets out how it identifies and manages conflicts of interest. A summary of the Manager’s Conflicts Policy is available at xxx.xxxxxxxxxxxxxxx.xx.xx. Pe Investor hereby confirms that he/she has read the Manager’s Conflicts Policy and agrees to the Manager’s Conflicts Policy. 14.3 12.3 Pe Investor acknowledges and agrees that: (a) certain directors and employees of the Manager may be investors through the ServiceFund; (b) the Manager Manager, and/or its directors, officers, employees, consultants, expert advisers and clients clients, may co-invest with the Service Fund on the same terms and conditions without prior reference to the Investor or obtaining the Investor’s consent; (c) other portfolios or funds or entities managed or advised by the Manager may from time to time invest in or otherwise transact with an investee company in which an Investment is made; and; (d) the Manager and/or its directors, officers, employees, consultants, expert advisers and clients may already have invested in or otherwise transacted with an investee company in which an Investment is made through the Service Fund or in an Investment which is connected with an investment or transaction made through the ServiceFund; and (e) Shore Capital may earn commissions and other fees acting as stockbroker and/or adviser in relation to Investments traded on AIM and/or AQSE. 14.4 12.4 Pe Manager or its Associates may be separately engaged by some to provide additional services to companies forming part of the companies that the Service will invest in to advise or assist those companies to raise finance and/or by companies to which loans are made by investee companies Portfolio and certain directors or employees of the Manager or its Associates may be directors or other officers of investee companies. Pe Manager or its Associates may many receive a fee from each such company for its additional services. Part of the Manager’s (or relevant Associate’s) fee for additional services received from such companies may therefore be calculated by reference to the amount invested through the Servicethese reasons. 14.5 Pe Manager will normally act as the agent of the Investor, who will therefore be bound by its actions under the Agreement. To the extent that any fiduciary or equitable duties arise as a result of the services to be provided hereunder such duties shall not prevent or hinder the Manager, or any Associate, in effecting transactions with or for the Investor.