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 MSIM 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 MSIM or the Fund. Neither the Local Manager nor any affiliate shall be liable to account to MSIM 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;

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 MSIM MSIA 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 MSIM MSIA or the Fund. Neither the Local Manager nor any affiliate shall be liable to account to MSIM MSIA 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;

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 MSIM 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 MSIM or the Fund. Neither the Local Manager nor any affiliate shall be liable to account to MSIM 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;

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 MSIM MSI 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 MSIM MSI or the Fund. Neither the Local Manager nor any affiliate shall be liable to account to MSIM MSI 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;