Common use of Personal Interests Clause in Contracts

Personal Interests. If a director, officer or employee of Innvotec is asked to act as a director, secretary or other officer of a company or organisation, he or she must obtain the prior approval of the Board before agreeing to accept such an office. Such appointments carry a potential liability both to the individual and to the company. Likewise, if a director, officer or employee is asked to act as an executor or trustee, he or she must check first with an executive director before agreeing to accept such an appointment. Approved Persons are required to disregard any interests that they have outside Innvotec, unless such interests are agreed to by the Innvotec Board not acting unreasonably. For instance, any directorships, shareholdings or business relationships must be disregarded unless otherwise approved. Any such interests which may impinge on Innvotec’s role must be disclosed to and agreed by the Board, since they may potentially conflict with the interests of the Investors in the Fund. Details of any such interests and relationships will be recorded by the Compliance Officer. ALTHOUGH CARE HAS BEEN TAKEN TO PROVIDE FOR ANY CONFLICTS OF INTEREST THAT MAY ARISE IN RELATION TO THE INVESTORS IN THE FUND, IT IS IMPOSSIBLE TO RULE OUT UNFORESEEN CONFLICTS. IF A CONFLICT OF INTEREST RELATING TO A TRANSACTION ARISES, WE WILL SATISFY OURSELVES THAT THE TRANSACTION IS NOT PRECLUDED BY LAW OR BY THE FUND MANAGEMENT AGREEMENT AND THAT: • the relevant agreements expressly permit the transactions to be effected despite the existence of a material interest or conflict; or • the potential interest or conflict was fairly disclosed in the initial prospectus, or in the most recent report to Investors, not more than 12 months before the date of the transaction; or • where such disclosure was impracticable, Innvotec, in effecting the transaction, will disregard the interest or conflict so that any disadvantage to the Investors in the Fund is avoided or the interest or conflict is eliminated. In view of the above requirements, any person who becomes aware of any unforeseen material interest or conflict is required to report the matter immediately to the Managing Director.The Managing Director will then consider whether the matter needs to be brought to the attention of the Board. Where there is any risk of a potential conflict, employees are required always be on the side of caution and take advice.

Personal Interests. If a director, officer or employee of Innvotec is asked to act as a director, secretary or other officer of a company or organisation, he or she must obtain the prior approval of the Board before agreeing to accept such an office. Such appointments carry a potential liability both to the individual and to the company. Likewise, if a director, officer or employee is asked to act as an executor or trustee, he or she must check first with an executive director before agreeing to accept such an appointment. Approved Persons are required to disregard any interests that they have outside Innvotec, unless such interests are agreed to by the Innvotec Board not acting unreasonably. For instance, any directorships, shareholdings or business relationships must be disregarded unless otherwise approved. Any such interests which may impinge on Innvotec’s role must be disclosed to and agreed by the Board, since they may potentially conflict with the interests of the Investors in the Fund. Details of any such interests and relationships will be recorded by the Compliance Officer. ALTHOUGH CARE HAS BEEN TAKEN TO PROVIDE FOR ANY CONFLICTS OF INTEREST THAT MAY ARISE IN RELATION TO THE INVESTORS IN THE FUND, IT IS IMPOSSIBLE TO RULE OUT UNFORESEEN CONFLICTS. IF A CONFLICT OF INTEREST RELATING TO A TRANSACTION ARISES, ,WE WILL SATISFY OURSELVES THAT THE TRANSACTION IS NOT PRECLUDED BY LAW OR BY THE FUND MANAGEMENT AGREEMENT AND THAT: • the relevant agreements expressly permit the transactions to be effected despite the existence of a material interest or conflict; or • the potential interest or conflict was fairly disclosed in the initial prospectus, or in the most recent report to Investors, not more than 12 months before the date of the transaction; or • where such disclosure was impracticable, Innvotec, in effecting the transaction, will disregard the interest or conflict so that any disadvantage to the Investors in the Fund is avoided or the interest or conflict is eliminated. In view of the above requirements, any person who becomes aware of any unforeseen material interest or conflict is required to report the matter immediately to the Managing Director.The Managing Director will then consider whether the matter needs to be brought to the attention of the Board. Where there is any risk of a potential conflict, employees are required always be on the side of caution and take advice.advice The Investment and Reporting Procedures