Common use of MATERIAL INTERESTS Clause in Contracts

MATERIAL INTERESTS. The Local Manager and any of its affiliates (an “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 the Investment Adviser, 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 the Investment Adviser. Neither the Local Manager nor any Affiliate shall be liable to account to the Investment Adviser 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: · 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 Investment Adviser; · 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; · the Local Manager may act as agent for the Investment Adviser in relation to transactions in which it is also acting as agent for the account of other clients and/or an Affiliate; · 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; 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 the Agreement shall oblige the Local Manager or any Affiliate to accept responsibilities more extensive than those set out in 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 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 and other clients and generally effecting transactions as provided above nor from retaining any remuneration received in respect thereof.

MATERIAL INTERESTS. The Local Manager and any of its affiliates (an “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 the Investment Adviser, 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 the Investment Adviser. Neither the Local Manager nor any Affiliate shall be liable to account to the Investment Adviser 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: · • 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 Investment Adviser; · • 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; · • the Local Manager may act as agent for the Investment Adviser in relation to transactions in which it is also acting as agent for the account of other clients and/or an Affiliate; · • 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; 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 the Agreement shall oblige the Local Manager or any Affiliate to accept responsibilities more extensive than those set out in 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 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 and other clients and generally effecting transactions as provided above nor from retaining any remuneration received in respect thereof.

MATERIAL INTERESTS. The Local Manager and any of its affiliates (an “"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 the Investment AdviserVKAM, 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 the Investment AdviserVKAM. Neither the Local Manager nor any Affiliate shall be liable to account to the Investment Adviser VKAM 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: · - 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 Investment AdviserVKAM; · - 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; · - the Local Manager may act as agent for the Investment Adviser VKAM in relation to transactions in which it is also acting as agent for the account of other clients and/or an Affiliate; · - 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; or · - The Local Manager may act as agent for a counterparty and also act as agent on behalf of the Investment Adviser VKAM and in the course of so acting may charge a commission to either the counterparty or the Investment Adviser. Nothing in the Agreement shall oblige the Local Manager or any Affiliate to accept responsibilities more extensive than those set out in the Agreement or shall give rise to any fiduciary or equitable duties which would prevent or hinder either: VKAM. (i) the Local Manager or any Affiliate performing investment management or other services for any person or entity other than the Investment Adviser VKAM 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 AdviserVKAM; or (ii) the Local Manager effecting any transaction with or for the Investment Adviser VKAM with an Affiliate; or (iii) such 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 of its affiliates (an “Affiliate”) 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 Xxxxxx Xxxxxxx Investment Advisors or the Investment AdviserFund, 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 Xxxxxx Xxxxxxx Investment Advisors or the Investment AdviserFund. Neither the Local Manager nor any Affiliate affiliate shall be liable to account to Xxxxxx Xxxxxxx Investment Advisors or the Investment Adviser 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 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 Investment Adviser; · Fund; (b) 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 act as agent for the Investment Adviser in relation to effect transactions in which it is also involving placings and/or new issues with an Affiliate who may be acting as agent for the account of principal or receiving agent's commission. Affiliates may retain any agent's commission or discount or other clients and/or an Affiliatebenefit (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 affiliate is the manager, operator, banker, adviser, custodian or trustee; 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. . 2.2 Nothing in the this Agreement shall oblige the Local Manager or any Affiliate affiliate to accept responsibilities more extensive than those set out in the this Agreement or shall give rise to any fiduciary or equitable duties which would prevent or hinder either: (i) the Local Manager or any 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 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. The Local Manager and any of its affiliates (an “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 the Investment Adviser, 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 the Investment Adviser. Neither the Local Manager nor any Affiliate shall be liable to account to the Investment Adviser 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: · 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 Investment Adviser; · 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; · the Local Manager may act as agent for the Investment Adviser in relation to transactions in which it is also acting as agent for the account of other clients and/or an Affiliate; · 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; 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 the Agreement shall oblige the Local Manager or any Affiliate to accept responsibilities more extensive than those set out in 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 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 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 of its affiliates (an “Affiliate”) 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 MSIM or the Investment AdviserFund, 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 duty to MSIM or the Investment AdviserFund. Neither the Local Manager nor any Affiliate affiliate shall be liable to account to MSIM or the Investment Adviser 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 Affiliateaffiliate’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 Investment Adviser; · Fund; (b) 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 act as agent for the Investment Adviser in relation to effect transactions in which it is also involving placings and/or new issues with an Affiliate who may be acting as agent for the account of principal or receiving agent’s commission. Affiliates may retain any agent’s commission or discount or other clients and/or an Affiliatebenefit (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 affiliate is the manager, operator, banker, adviser, custodian or trustee; 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. director. 2.2 Nothing in the this Agreement shall oblige the Local Manager or any Affiliate affiliate to accept responsibilities more extensive than those set out in the this Agreement or shall give rise to any fiduciary or equitable duties which would prevent or hinder either: (i) the Local Manager or any 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 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. The Local Manager and any of its affiliates (an “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 the Investment AdviserManager, 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 the Investment AdviserManager. Neither the Local Manager nor any Affiliate shall be liable to account to the Investment Adviser Manager 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: · 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 Investment AdviserManager; · 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; · the Local Manager may act as agent for the Investment Adviser Manager in relation to transactions in which it is also acting as agent for the account of other clients and/or an Affiliate; · 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; or · The Local Manager may act as agent for a counterparty and also act as agent on behalf of the Investment Adviser Manager and in the course of so acting may charge a commission to either the counterparty or the Investment AdviserManager. Nothing in the Agreement shall oblige the Local Manager or any Affiliate to accept responsibilities more extensive than those set out in 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 performing investment management or other services for any person or entity other than the Investment Adviser Manager 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 AdviserManager; or (ii) the Local Manager effecting any transaction with or for the Investment Adviser Manager with an Affiliate; or (iii) such 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. The Local Manager and any of its affiliates (an “Affiliate”"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 the Investment AdviserManager, 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 the Investment AdviserManager. Neither the Local Manager nor any Affiliate shall be liable to account to the Investment Adviser Manager 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: · o 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 Investment AdviserManager; · o 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; · o the Local Manager may act as agent for the Investment Adviser Manager in relation to transactions in which it is also acting as agent for the account of other clients and/or an Affiliate; · o 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; or · o The Local Manager may act as agent for a counterparty and also act as agent on behalf of the Investment Adviser Manager and in the course of so acting may charge a commission to either the counterparty or the Investment Adviser. Nothing in the Agreement shall oblige the Local Manager or any Affiliate to accept responsibilities more extensive than those set out in the Agreement or shall give rise to any fiduciary or equitable duties which would prevent or hinder either: Manager. (i) the Local Manager or any Affiliate performing investment management or other services for any person or entity other than the Investment Adviser Manager 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 AdviserManager; or (ii) the Local Manager effecting any transaction with or for the Investment Adviser Manager with an Affiliate; or (iii) such 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. The Local Manager and any of its affiliates (an “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 the Investment Adviser, 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 the Investment Adviser. Neither the Local Manager nor any Affiliate shall be liable to account to the Investment Adviser 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: · • 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 Investment Adviser; · • 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; · • the Local Manager may act as agent for the Investment Adviser in relation to transactions in which it is also acting as agent for the account of other clients and/or an Affiliate; · • 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; 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 the Agreement shall oblige the Local Manager or any Affiliate to accept responsibilities more extensive than those set out in 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 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 and other clients and generally effecting transactions as provided above nor from retaining any remuneration received in respect thereof.

MATERIAL INTERESTS. The Local Manager and any of its affiliates (an “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 the Investment Adviser, 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 the Investment Adviser. Neither the Local Manager nor any Affiliate shall be liable to account to the Investment Adviser 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: · 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 Investment Adviser; · 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; · the Local Manager may act as agent for the Investment Adviser in relation to transactions in which it is also acting as agent for the account of other clients and/or an Affiliate; · 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; 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 the Agreement shall oblige the Local Manager or any Affiliate to accept responsibilities more extensive than those set out in 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 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 and other clients and generally effecting transactions as provided above nor from retaining any remuneration received in respect thereof.

MATERIAL INTERESTS. The Local Manager and any of its affiliates (an “Affiliate”"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 the Investment Adviser, 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 the Investment Adviser. Neither the Local Manager nor any Affiliate shall be liable to account to the Investment Adviser 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: · - 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 Investment Adviser; · - 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; · - the Local Manager may act as agent for the Investment Adviser in relation to transactions in which it is also acting as agent for the account of other clients and/or an Affiliate; · - 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; or · Annex-2 - 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 the Agreement shall oblige the Local Manager or any Affiliate to accept responsibilities more extensive than those set out in 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 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 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 of its affiliates (an “Affiliate”) 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 MSIA or the Investment AdviserFund, 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 MSIA or the Investment AdviserFund. Neither the Local Manager nor any Affiliate affiliate shall be liable to account to MSIA or the Investment Adviser 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 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 Investment Adviser; · Fund; (b) 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 act as agent for the Investment Adviser in relation to effect transactions in which it is also involving placings and/or new issues with an Affiliate who may be acting as agent for the account of principal or receiving agent's commission. Affiliates may retain any agent's commission or discount or other clients and/or an Affiliatebenefit (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 affiliate is the manager, operator, banker, adviser, custodian or trustee; 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. director. 2.2 Nothing in the this Agreement shall oblige the Local Manager or any Affiliate affiliate to accept responsibilities more extensive than those set out in the this Agreement or shall give rise to any fiduciary or equitable duties which would prevent or hinder either: (i) the Local Manager or any 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 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. The Local Manager and any of its affiliates (an “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 the Investment AdviserManager, 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 the Investment AdviserManager. Neither the Local Manager nor any Affiliate shall be liable to account to the Investment Adviser Manager 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: · • 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 Investment AdviserManager; · • 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; · • the Local Manager may act as agent for the Investment Adviser Manager in relation to transactions in which it is also acting as agent for the account of other clients and/or an Affiliate; · • 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; or · • The Local Manager may act as agent for a counterparty and also act as agent on behalf of the Investment Adviser Manager and in the course of so acting may charge a commission to either the counterparty or the Investment AdviserManager. Nothing in the Agreement shall oblige the Local Manager or any Affiliate to accept responsibilities more extensive than those set out in 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 performing investment management or other services for any person or entity other than the Investment Adviser Manager 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 AdviserManager; or (ii) the Local Manager effecting any transaction with or for the Investment Adviser Manager with an Affiliate; or (iii) such 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. The Local Manager and any of its affiliates (an “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 the Investment Adviser, 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 the Investment Adviser. Neither the Local Manager nor any Affiliate shall be liable to account to the Investment Adviser 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: · ·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 Investment Adviser; · ·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; · ·the Local Manager may act as agent for the Investment Adviser in relation to transactions in which it is also acting as agent for the account of other clients and/or an Affiliate; · ·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; 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 the Agreement shall oblige the Local Manager or any Affiliate to accept responsibilities more extensive than those set out in 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 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 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 of its affiliates (an “Affiliate”) 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 Best Execution and without prior reference to the Investment Adviser, the Fund or the Subsidiary, 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 Adviser, the Fund or the Subsidiary. Neither the Local Manager nor any Affiliate affiliate shall be liable to account to the Investment Adviser Adviser, the Fund or the Subsidiary 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 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 Investment Adviser; · Fund or the Subsidiary; (b) 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 or the Subsidiary with an affiliate; (e) the Local Manager may act as agent for the Investment Adviser in relation to effect transactions in which it is also involving placings and/or new issues with an Affiliate who may be acting as agent for the account of principal or receiving agent's commission. Affiliates may retain any agent's commission or discount or other clients and/or an Affiliatebenefit (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 affiliate is the manager, operator, banker, adviser, custodian or trustee; 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. director. 2.2 Nothing in the this Agreement shall oblige the Local Manager or any Affiliate affiliate to accept responsibilities more extensive than those set out in the this Agreement or shall give rise to any fiduciary or equitable duties which would prevent or hinder either: (i) the Local Manager or any 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 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 of its affiliates (an “Affiliate”) 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 MSIM or the Investment AdviserPortfolio, 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 MSIM or the Investment AdviserPortfolio. Neither the Local Manager nor any Affiliate affiliate shall be liable to account to MSIM or the Investment Adviser Portfolio 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 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 Investment Adviser; · Portfolio; (b) 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 Portfolio with an affiliate; (e) the Local Manager may act as agent for the Investment Adviser in relation to effect transactions in which it is also involving placings and/or new issues with an Affiliate who may be acting as agent for the account of principal or receiving agent's commission. Affiliates may retain any agent's commission or discount or other clients and/or an Affiliatebenefit (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 affiliate is the manager, operator, banker, adviser, custodian or trustee; 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. director. 2.2 Nothing in the this Agreement shall oblige the Local Manager or any Affiliate affiliate to accept responsibilities more extensive than those set out in the this Agreement or shall give rise to any fiduciary or equitable duties which would prevent or hinder either: (i) the Local Manager or any 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 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 of its affiliates (an “Affiliate”) 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 MSIM or the Investment AdviserFund, 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 MSIM or the Investment AdviserFund. Neither the Local Manager nor any Affiliate affiliate shall be liable to account to MSIM or the Investment Adviser 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 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 Investment Adviser; · Fund; (b) 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 act as agent for the Investment Adviser in relation to effect transactions in which it is also involving placings and/or new issues with an Affiliate who may be acting as agent for the account of principal or receiving agent's commission. Affiliates may retain any agent's commission or discount or other clients and/or an Affiliatebenefit (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 affiliate is the manager, operator, banker, adviser, custodian or trustee; 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. director. 2.2 Nothing in the this Agreement shall oblige the Local Manager or any Affiliate affiliate to accept responsibilities more extensive than those set out in the this Agreement or shall give rise to any fiduciary or equitable duties which would prevent or hinder either: (i) the Local Manager or any 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 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 of its affiliates (an “Affiliate”) 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 MSIM or the Investment AdviserFund, 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 duty to MSIM or the Investment AdviserFund. Neither the Local Manager nor any Affiliate affiliate shall be liable to account to MSIM or the Investment Adviser 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 Affiliateaffiliate’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 Investment Adviser; · Fund; (b) 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; (d) the Local Manager may act as agent for the Investment Adviser in relation to effect transactions in which it is also involving placings and/or new issues with an Affiliate who may be acting as agent for the account of principal or receiving agent’s commission. Affiliates may retain any agent’s commission or discount or other clients and/or an Affiliatebenefit (including directors’ fees) that accrues to them; · or (e) 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; 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. director. 2.2 Nothing in the this Agreement shall oblige the Local Manager or any Affiliate affiliate to accept responsibilities more extensive than those set out in the this Agreement or shall give rise to any fiduciary or equitable duties which would prevent or hinder either: (i) the Local Manager or any 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 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.