No conflict of interest clause samples

Response. The Registrant has reviewed the case you mentioned, and it believes the disclosure already provided describes the Transaction with sufficient specificity to meet the requirements of the 1940 Act and Schedule 14A. In the Nextpoint case, the circumstances that led the court to determine that the proxy should have contained the dollar amount to be received in the transaction do not exist here. In Nextpoint, the principals of the adviser who were receiving money in the transaction were also interested trustees of the trust, and, as trustees, were voting on the approval of the new advisory agreement and recommending it to shareholders. Because the circumstances in Nextpoint created a conflict of interest, the court found that it was relevant for shareholders to have the dollar amount of the transaction because it could be a factor in weighing the degree of the conflict of interest. Here, there is no conflict of interest as Mr. Heilweil is not a trustee of the Registrant and does not have a say in approving the New Advisory Agreement. All of the trustees of the Registrant are independent trustees. The dollar amount Mr. Heilweil was paid is irrelevant when there is no conflict of interest. The court also looked at Item 22(c)(6) of Schedule 14A in determining that the proxy should have contained the dollar amount because it requires that registrants state the approximate amount to be received by a trustee in any transaction to which the investment adviser is a party. Item 22(a)(6) does not apply here because no trustee of the Registrant is receiving anything in the Transaction. The Registrant believes that the current disclosure stating that Mr. Heilweil will receive cash consideration is sufficient and has not revised the disclosure.

Response: The Registrant respectfully declines to provide additional disclosures and believes the existing disclosure meets the requirements of the 1940 Act and Schedule 14A because NexPoint is inapposite to the Transaction. In NexPoint, the principals of the adviser who received monetary consideration from the transaction were also interested trustees of the trust and, as trustees, were voting on the approval of the new advisory agreement and recommending it to shareholders. Because that created a conflict of interest, the court found that it was relevant for shareholders to have the dollar amount of the transaction because it could be a factor in weighing the degree of the conflict of interest. Here, there is no conflict of interest as Mr. Osborn is not a Trustee and does not have a vote in approving the New Agreement. All of the Trustees are independent trustees. The dollar amount Mr. Osborn was paid is irrelevant when there is no conflict of interest. In NexPoint, the court also looked at Item 22(c)(6) of Schedule 14A in determining that the proxy should have contained the dollar amount because it requires that registrants state the approximate amount to be received by a trustee in any transaction to which the investment adviser is a party. Item 22(c)(6) does not apply here because no Trustee is receiving anything as a result of the Transaction.

10. No Conflict of Interest. During the term of Executive’s employment with Company, Executive must not engage in any work, paid or unpaid, that creates a conflict of interest with Company. Such work shall include, but is not limited to, directly or indirectly competing with Company in any way, or acting as an officer, director, Executive, consultant, stockholder, volunteer, lender, or agent of any business enterprise of the same nature as, or which is in direct competition with, the business in which Company is now engaged or in which Company becomes engaged during the term of Executive’s employment with Company, as may be determined by the Board in its sole discretion. If the Board believes such a conflict exists during the term of this Agreement, the Board may ask Executive to choose to discontinue the other work or resign employment with Company. Executive hereby represents and warrants that acceptance of employment with Company and execution and performance of this Agreement by Executive does not conflict with or violate any provision of or constitute a default under any agreement, judgment, award or decree to which Executive is a party or by which Executive is bound, including, but not limited to, any implied or express agreement with any of Executive’s prior employers.

Your compensation will consist of a base salary and/or commission which will be evaluated after 90 days from the acceptance date of this offer letter, and will be based on an evaluation of your performance during this initial 90- day period. During your initial 90-day period you will be paid your out- of- pocket expenses. Any expenses over Rs. 5,000( Rupees Five Thousand) would require preauthorization from Dr. Sahay.You will be allowed to engage in other consultancies/engagements you may have, so long as the company is informed and there is no conflict of interest. You will be required to sign non-compete, non-solicitation, and confidentiality agreements.

4. Case-by-Case Exemptions Because no written policy can provide for every possible contingency, the CCO may consider granting additional exemptions from the Restrictions on Trading on a case-by-case basis. Any request for such consideration must be submitted by the Supervised Person in writing to the CCO. Exceptions will be granted only in those cases in which the CCO determines that granting the request will create no conflict of interest. Each exemption to the Restrictions on Trading will be documented and signed off by the CCO. Documentation will include the reason there was deemed to be no conflict of interest.

On November4, 2016, before Mr.Bingham officially joined Canyon Bridge, the Company held a regularly scheduled Board meeting, during which the Board assessed Mr.Bingham’s prospective role at Canyon Bridge to ensure there was no conflict of interest. The Board confirmed that there was no corporate opportunity concern with regard to Lattice, given that the Company’s management team had evaluated a potential business combination with Lattice and concluded not to pursue such transaction. In addition, the Board did not object to Mr.Bingham moving forward with the Canyon Bridge opportunity.