Common use of Services to Other Clients; Certain Affiliated Activities Clause in Contracts

Services to Other Clients; Certain Affiliated Activities. 13.1 The relationship between the Manager and the Beneficiary and the Account is as described in this Agreement and permits, expressly as set forth herein, the Manager and its affiliates to effect transactions with or for the Account in instances in which the Manager and its affiliates may have multiple interests. In this regard, the Manager is part of a worldwide, full service investment banking, broker-dealer, asset management organization, and as such, the Manager and its affiliates (the “Firm”) and their managing directors, directors, officers and employees (“Personnel”) may have multiple advisory, transactional and financial and other interests in securities, instruments and companies that may be purchased, sold or held by the Manager for the Account. The Firm may act as adviser to clients in investment banking, financial advisory, asset management and other capacities related to instruments that may be purchased, sold or held in the Account, and the Firm may issue, or be engaged as underwriter for the issuer of, instruments that the Account may purchase, sell or hold. At times, these activities may cause departments of the Firm to give advice to clients that may cause these clients to take actions adverse to the interests of the Account. The Firm and Personnel may act in a proprietary capacity with long or short positions, in instruments of all types, including those that the Account may purchase, sell or hold. Such activities could affect the prices and availability of the securities and instruments that the Manager seeks to buy or sell for the Account, which could adversely impact the performance of the Account. Personnel may serve as directors of companies the securities of which the Account may purchase, sell, or hold. The Firm and Personnel may give advice, and take action, with respect to any of the Firm’s clients or proprietary accounts that may differ from the advice given, or may involve a different timing or nature of action taken, than with respect to any one or all of the Manager’s accounts, and effect transactions for such clients or proprietary accounts at prices or rates that may be more or less favorable than for the Account. The Firm and Personnel may obtain and keep any profits, commissions and fees accruing to them in connection with other activities for themselves and other clients and their own accounts and the Manager’s fees as set forth in this Agreement shall not be abated thereby. 13.2 The ability of the Manager and its affiliates to effect and/or recommend transactions may be restricted by applicable regulatory requirements in the United Kingdom, the European Union, the United States or elsewhere and/or their internal policies designed to comply with such requirements. As a result, there may be periods when the Manager will not initiate or recommend certain types of transactions in certain investments when the Manager or its affiliates are performing investment banking or other services or when aggregated position limits have been reached and the Beneficiary will not be advised of that fact. Without limitation, when the Manager or an affiliate is engaged in an underwriting or other distribution of securities of a company, the Manager may in certain circumstances be prohibited from purchasing or recommending the purchase of certain securities of that company for its clients. 13.3 From time to time at the Manager’s discretion, advisory Personnel may consult with Personnel in proprietary trading or other areas of the Firm or form investment policy committees comprised of such Firm Personnel, and the performance of Firm Personnel obligations related to their consultation with the Manager could conflict with their areas of primary responsibility within the Firm. In connection with their activities with the Manager, such Firm Personnel may receive information regarding the Manager’s proposed investment activities which is not generally available to the public. However, there will be no obligation on the part of such Firm Personnel to make available for use by investment management clients of the Manager any information or strategies known to them or developed in connection with their client, proprietary or other activities. In addition, the Firm will be under no obligation to make available any research or analysis prior to its public dissemination. Furthermore, the Firm shall have no obligation to recommend for purchase or sale by investment management accounts of the Manager any security that the Firm or Personnel may purchase for themselves or for any other clients. The Firm shall have no obligation to seek to obtain any material, non-public (“inside”) information about any issuer of securities, and will not effect transactions for investment management accounts of the Manager on the basis of any inside information as may come into its possession. 13.4 In the event that the Manager is authorized to effect transactions in derivatives pursuant to the Guidelines, including contingent liability investments, it may settle or close out such transactions without contacting the Beneficiary. The Manager may debit the Account with any sums required to pay or supplement any deposit or margin support of such transaction.

Services to Other Clients; Certain Affiliated Activities. 13.1 The relationship between the Manager and the Beneficiary and the Account Customer is as described in this Agreement and permits, expressly as set forth herein, the Manager and its affiliates to effect transactions with or for the Account in instances in which the Manager and its affiliates may have multiple interests. In this regard, regard the Customer understands that the Manager is part of a worldwide, full service investment banking, broker-dealer, asset management organization, and as such, the Manager and its affiliates (the “Firm”) and their managing directors, directors, officers and employees (“Personnel”) may have multiple advisory, transactional and financial and other interests in securities, instruments and companies that may be purchased, sold or held by the Manager for the Account. The Firm may act as adviser to clients in investment banking, financial advisory, asset management and other capacities related to instruments that may be purchased, sold or held in the Account, and the Firm may issue, or be engaged as underwriter for the issuer of, instruments that the Account may purchase, sell or hold. At times, these activities may cause departments of the Firm to give advice to clients that may cause these clients to take actions adverse to the interests of the AccountCustomer. The Firm and Personnel may act in a proprietary capacity with long or short positions, in instruments of all types, including those that the Account may purchase, sell or hold. Such activities could affect the prices and availability of the securities and instruments that the Manager seeks to buy or sell for the Account, which could adversely impact the performance of the Account. Personnel may serve as directors of companies the securities of which the Account may purchase, sell, or hold. The Firm and Personnel may give advice, and take action, with respect to any of the Firm’s clients or proprietary accounts that may differ from the advice given, or may involve a different timing or nature of action taken, than with respect to any one or all of the Manager’s accounts, and effect transactions for such clients or proprietary accounts at prices or rates that may be more or less favorable than for the Account. The Firm and Personnel may obtain and keep any profits, commissions and fees accruing to them in connection with other activities for themselves and other clients and their own accounts and the Manager’s fees as set forth in this Agreement shall not be abated thereby. 13.2 The Customer understands that the ability of the Manager and its affiliates to effect and/or recommend transactions may be restricted by applicable regulatory requirements in the United Kingdom, the European Union, the United States or elsewhere and/or their internal policies designed to comply with such requirements. As a result, there may be periods when the Manager will not initiate or recommend certain types of transactions in certain investments when the Manager or its affiliates are performing investment banking or other services or when aggregated position limits have been reached and the Beneficiary Customer will not be advised of that fact. Without limitation, when the Manager or an affiliate is engaged in an underwriting or other distribution of securities of a company, the Manager may in certain circumstances be prohibited from purchasing or recommending the purchase of certain securities of that company for its clients. 13.3 From The Customer should be aware that from time to time at the Manager’s discretion, advisory Personnel may consult with Personnel in proprietary trading or other areas of the Firm or form investment policy committees comprised of such Firm Personnel, and the performance of Firm Personnel obligations related to their consultation with the Manager could conflict with their areas of primary responsibility within the Firm. In connection with their activities with the Manager, such Firm Personnel may receive information regarding the Manager’s proposed investment activities which is not generally available to the public. However, there will be no obligation on the part of such Firm Personnel to make available for use by investment management clients of the Manager any information or strategies known to them or developed in connection with their client, proprietary or other activities. In addition, the Firm will be under no obligation to make available any research or analysis prior to its public dissemination. Furthermore, the Firm shall have no obligation to recommend for purchase or sale by investment management accounts of the Manager any security that the Firm or Personnel may purchase for themselves or for any other clients. The Firm shall have no obligation to seek to obtain any material, non-public (“inside”) information about any issuer of securities, and will not effect transactions for investment management accounts of the Manager on the basis of any inside information as may come into its possession. 13.4 In the event that the Manager is authorized to effect transactions in derivatives Derivatives pursuant to the Guidelines, including contingent liability investments, it may settle or close out such transactions without contacting further reference to the BeneficiaryCustomer. The Manager may debit the Account with any sums required to pay or supplement any deposit or margin support of such transaction.

Services to Other Clients; Certain Affiliated Activities. 13.1 14.1 The relationship between the Manager and the Beneficiary and the Account Customer is as described in this Agreement and permits, expressly as set forth herein, the Manager and its affiliates to effect transactions with or for the Account in instances in which the Manager and its affiliates may have multiple interests. However, if the Manager acts in circumstances where it has a material interest or conflict of interests, the Manager will take reasonable steps to ensure the Customer is treated fairly. In this regard, the Manager has established, implemented and maintains a written conflicts of interest policy (full details of which are available on request from the Manager). In this regard the Customer understands that the Manager is part of a worldwide, full service investment banking, broker-dealer, asset management organization, and as such, the Manager and its affiliates (the “Firm”) and their managing directors, directors, officers and employees (“Personnel”) may have multiple advisory, transactional and financial and other interests in securities, instruments and companies that may be purchased, sold or held by the Manager for the Account. The Firm may act as adviser to clients in investment banking, financial advisory, asset management and other capacities related to instruments that may be purchased, sold or held in the Account, and the Firm may issue, or be engaged as underwriter for the issuer of, instruments that the Account may purchase, sell or hold. At times, these activities may cause departments of the Firm to give advice to clients that may cause these clients to take actions adverse to the interests of the AccountCustomer. The Firm and Personnel may act in a proprietary capacity with long or short positions, in instruments of all types, including those that the Account may purchase, sell or hold. Such activities could affect the prices and the availability of the securities and instruments that the Manager seeks to buy or sell for the Account, which could adversely impact the performance of the Account. Personnel may serve as directors of companies the securities of which the Account may purchase, sell, sell or hold. The Firm and Personnel may give advice, and take action, with respect to any of the Firm’s clients or proprietary accounts that may differ from the advice given, or may involve a different timing or nature of action taken, than with respect to any one or all of the Manager’s accounts, and effect transactions for such clients or proprietary accounts at prices or rates that may be more or less favorable than for the Account. Without limitation to the foregoing the Customer understands that since the Firm is a worldwide, full service investment banking, broker-dealer, asset management organization, and as such the Firm and (where applicable) Firm Personnel may subject to compliance with the Rules, obtain from and keep or pay to third parties (including affiliates) any profits, commissions and fees in connection with their activities for other clients and their own accounts. In such circumstances, the Manager shall not be required to take account of such profits, commissions and fees in determining its own fees or sums due on the Customer’s account; and/or receive from and keep or pay to third parties (including affiliates) fees, commissions or other benefits and share charges in respect of the services provided to the Customer hereunder with third parties (including affiliates). The amount or basis of any fee, commission or other benefit received by the Manager from such a third party or paid by the Manager to such a third party in connection with the services provided to the Customer hereunder, and the amount or basis of any charges shares with a third party (other than employees of the Manager) will be disclosed to the Customer to the extent required by the Rules, and such disclosure may be in summary form only. Further details on the Manager’s conflict of interest policy will be available upon request. The Firm and Personnel may obtain and keep any profits, commissions and fees accruing to them in connection with other activities for themselves and other clients and their own accounts and the Manager’s fees as set forth in this Agreement shall not be abated thereby. 13.2 14.2 The Customer understands that the ability of the Manager and its affiliates to effect and/or recommend transactions may be restricted by applicable regulatory requirements in the United KingdomKingdom (including the Rules), the European Union, the United States or elsewhere and/or their internal policies designed to comply with such requirements. As a result, there may be periods when the Manager will not initiate or recommend certain types of transactions in certain investments when the Manager or its affiliates are performing investment banking or other services or when aggregated position limits have been reached and the Beneficiary Customer will not be advised of that fact. Without limitation, when the Manager or an affiliate is engaged in an underwriting or other distribution of securities of a company, the Manager may in certain circumstances be prohibited from purchasing or recommending the purchase of certain securities of that company for its clients. 13.3 From 14.3 The Customer should be aware that from time to time at the Manager’s discretion, advisory Personnel may consult with Personnel in proprietary trading or other areas of the Firm or form investment policy committees comprised of such Firm Personnel, and the performance of Firm Personnel obligations related to their consultation with the Manager could conflict with their areas of primary responsibility within the Firm. In connection with their activities with the Manager, such Firm Personnel may receive information regarding the Manager’s proposed investment activities which is not generally available to the public. However, there will be no obligation on the part of such Firm Personnel to make available for use by investment management clients of the Manager any information or strategies known to them or developed in connection with their client, proprietary or other activities. In addition, the Firm will be under no obligation to make available any research or analysis prior to its public dissemination. Furthermore, the Firm shall have no obligation to recommend for purchase or sale by investment management accounts of the Manager any security that the Firm or Personnel may purchase for themselves or for any other clients. The Firm shall have no obligation to seek to obtain any material, non-public (“inside”) information about any issuer of securities, and will not effect transactions for investment management accounts of the Manager on the basis of any inside information as may come into its possession. 13.4 14.4 In the event that the Manager is authorized to effect transactions in derivatives Derivatives pursuant to the Guidelines, including contingent liability investments, it may settle or close out such transactions without contacting further reference to the BeneficiaryCustomer. The Manager may debit the Account with any sums required to pay or supplement any deposit or margin support of such transaction.

Services to Other Clients; Certain Affiliated Activities. 13.1 (a) The relationship between the Manager Adviser and the Beneficiary and the Account Client is as described in this Agreement and permits, expressly as set forth herein, the Manager Adviser and its affiliates to act in multiple capacities (i.e., act as principal or agent in addition to acting on behalf of Client), and, subject only to the Adviser's execution obligations set forth in Section 3 hereof, to effect transactions with or for the Account in instances in which the Manager Adviser and its affiliates may have multiple interests. In this regard, regard the Manager Client understands that the Adviser is part of a worldwide, full full-service investment banking, broker-dealer, asset management organization, and as such, the Manager Adviser and its affiliates (the “"Firm”") and their managing directors, directors, officers and employees (“"Personnel”") may have multiple advisory, transactional and financial and other interests in securities, instruments and companies that may be purchased, sold or held by the Manager Adviser for the Account. The Firm may act as adviser to clients in investment banking, financial advisory, asset management and other capacities in advisory or other assignments of all types including those related to instruments that may be purchased, sold or held in the Account, Account and the Firm may issue, or be engaged as underwriter for the issuer of, instruments that the Account may purchase, sell or hold. At times, these activities may cause departments of the Firm to give advice to clients that may cause these clients to take actions adverse to the interests of the AccountClient. The Firm and Personnel may act in a proprietary capacity with long or short positions, in instruments of all types, including those that the Account may purchase, sell sell, or hold. Such activities could affect the prices and availability of the securities and instruments that the Manager Adviser seeks to buy or sell for the Account, which could adversely impact the performance of the Account. Personnel may serve as directors of companies the securities of which the Account may purchase, sell, or hold. The Firm and Personnel may give advice, and take action, with respect to any of the Firm’s 's clients or proprietary accounts that may differ from the advice given, or may involve a different timing or nature of action taken, than with respect to any one or all of the Manager’s Adviser's advisory accounts, and effect transactions for such clients or proprietary accounts at prices or rates that may be more or less favorable than for the Account. The Firm and Personnel may obtain and keep any profits, commissions and fees accruing to them in connection with their activities as agent or principal in transactions for the Account and other activities for themselves and other clients and their own accounts and the Manager’s Adviser's fees as set forth in this Agreement shall not be abated thereby. 13.2 (b) The Client understands that the ability of the Manager Adviser and its affiliates to effect and/or recommend transactions may be restricted by applicable regulatory requirements in the United KingdomStates, the European Union, the United States Kingdom or elsewhere and/or their internal policies designed to comply with such requirements. As a result, there may be periods when the Manager Adviser will not initiate or recommend certain types of transactions in certain investments when the Manager Adviser or its affiliates are performing investment banking or other services or when aggregated position limits have been reached and the Beneficiary Client will not be advised of that fact. Without limitation, when the Manager Xxxxxxx Sachs or an affiliate is engaged in an underwriting or other distribution of securities of a company, the Manager Adviser may in certain circumstances be prohibited from purchasing or recommending the purchase of certain securities of that company for its clients. Without limitation, the Adviser and its affiliates may also be prohibited from effecting transactions for the Account with or through its affiliates, from acting as agent for another customer as well as the Client in respect of a particular transaction, or from acting as the counterparty on a transaction with the Client. If not prohibited, the Adviser is nonetheless not required to effect transactions for the Account with or through its affiliates and other clients or in instances in which the Adviser or its affiliates have multiple interests. 13.3 From (c) The Client should be aware that from time to time at the Manager’s Adviser's discretion, advisory Personnel may consult with Personnel in proprietary trading or other areas of the Firm or form investment policy committees comprised of such Firm Personnel, and the performance of Firm Personnel obligations related to their consultation with the Manager Adviser could conflict with their areas of primary responsibility within the Firm. In connection with their activities with the ManagerAdviser, such Firm Personnel may receive information regarding the Manager’s Adviser's proposed investment activities which is not generally available to the public. However, there will be no obligation on the part of such Firm Personnel to make available for use by investment management clients of the Manager advisory accounts any information or strategies known to them or developed in connection with their client, proprietary or other activities. In addition, the Firm will be under no obligation to make available any research or analysis prior to its public dissemination. Furthermore, the Firm shall have no obligation to recommend for purchase or sale by investment management advisory accounts of the Manager any security that the Firm or Personnel may purchase for themselves or for any other clients. The Firm shall have no obligation to seek to obtain any material, material non-public (“"inside”") information about any issuer of securities, and will not effect transactions for investment management advisory accounts of the Manager on the basis of any inside information as may come into its possession. 13.4 In the event that the Manager is authorized to effect transactions in derivatives pursuant to the Guidelines, including contingent liability investments, it may settle or close out such transactions without contacting the Beneficiary. The Manager may debit the Account with any sums required to pay or supplement any deposit or margin support of such transaction.

Services to Other Clients; Certain Affiliated Activities. 13.1 (a) The relationship between the Manager Adviser and the Beneficiary and the Account Client is as described in this Agreement and permits, expressly as set forth herein, the Manager Adviser and its affiliates to act in multiple capacities (i.e., act as principal or agent in addition to acting on behalf of Client), and, subject only to the Adviser’s execution obligations set forth in Section 3 hereof, to effect transactions with or for the Account in instances in which the Manager Adviser and its affiliates may have multiple interests. In this regard, regard the Manager Client understands that the Adviser is part of a worldwide, full full-service investment banking, broker-dealer, asset management organization, and as such, the Manager Adviser and its affiliates (the “Firm”) and their managing directors, directors, officers and employees (“Personnel”) may have multiple advisory, transactional and financial and other interests in securities, instruments and companies that may be purchased, sold or held by the Manager Adviser for the Account. The Firm may act as adviser to clients in investment banking, financial advisory, asset management and other capacities in advisory or other assignments of all types included those related to instruments that may be purchased, sold or held in the Account, and the Firm may issue, or be engaged as underwriter for the issuer of, instruments that the Account may purchase, sell or hold. At times, these activities may cause departments of the Firm to give advice to clients that may cause these clients to take actions adverse to the interests of the AccountClient. The Firm and Personnel may act in a proprietary capacity with long or short positions, in instruments of all types, including those that the Account may purchase, sell sell, or hold. Such activities could affect the prices and availability of the securities and instruments that the Manager Adviser seeks to buy or sell for the Account, which could adversely impact the performance of the Account. Personnel may serve as directors of companies the securities of which the Account may purchase, sell, or hold. The Firm and Personnel may give advice, and take action, with respect to any of the Firm’s clients or proprietary accounts that may differ from the advice given, or may involve a different timing or nature of action taken, than with respect to any one or all of the ManagerAdviser’s advisory accounts, and effect transactions for such clients or proprietary accounts at prices or rates that may be more or less favorable than for the Account. The Firm and Personnel may obtain and keep any profits, commissions and fees accruing to them in connection with their activities as agent or principal in transactions for the Account and other activities for themselves and other clients and their own accounts and the ManagerAdviser’s fees as set forth in this Agreement shall not be abated thereby. 13.2 (b) The Client understands that the ability of the Manager Adviser and its affiliates to effect and/or recommend transactions may be restricted by applicable regulatory requirements in the United KingdomStates, the European Union, the United States Kingdom or elsewhere and/or their internal policies designed to comply with such requirements. As a result, there may be periods when the Manager Adviser will not initiate or recommend certain types of transactions in certain investments when the Manager Adviser or its affiliates are performing investment banking or other services or when aggregated position limits have been reached and the Beneficiary Client will not be advised of that fact. Without limitation, when the Manager Xxxxxxx Sachs or an affiliate is engaged in an underwriting or other distribution of securities of a company, the Manager Adviser may in certain circumstances be prohibited from purchasing or recommending the purchase of certain securities of that company for its clients. Without limitation, the Adviser and its affiliates may also be prohibited from effecting transactions for the Account with or through its affiliates, from acting as agent for another customer as well as the Client in respect of a particular transaction, or from acting as the counterparty on a transaction with the Client. If not prohibited, the Adviser is nonetheless not required to effect transactions for the Account with or through its affiliates and other clients or in instances in which the Adviser or its affiliates have multiple interests. 13.3 From (c) The Client should be aware that from time to time at the ManagerAdviser’s discretion, advisory Personnel may consult with Personnel in proprietary trading or other areas of the Firm or form investment policy committees comprised of such Firm Personnel, and the performance of Firm Personnel obligations related to their consultation with the Manager Adviser could conflict with their areas of primary responsibility within the Firm. In connection with their activities with the ManagerAdviser, such Firm Personnel may receive information regarding the ManagerAdviser’s proposed investment activities which is not generally available to the public. However, there will be no obligation on the part of such Firm Personnel to make available for use by investment management clients of the Manager advisory accounts any information or strategies known to them or developed in connection with their client, proprietary or other activities. In addition, the Firm will be under no obligation to make available any research or analysis prior to its public dissemination. Furthermore, the Firm shall have no obligation to recommend for purchase or sale by investment management advisory accounts of the Manager any security that the Firm or Personnel may purchase for themselves or for any other clients. The Firm shall have no obligation to seek to obtain any material, material non-public (“inside”) information about any issuer of securities, and will not effect transactions for investment management advisory accounts of the Manager on the basis of any inside information as may come into its possession. 13.4 In the event that the Manager is authorized to effect transactions in derivatives pursuant to the Guidelines, including contingent liability investments, it may settle or close out such transactions without contacting the Beneficiary. The Manager may debit the Account with any sums required to pay or supplement any deposit or margin support of such transaction.