Common use of Conflicts of Interest Mitigation Controls Clause in Contracts

Conflicts of Interest Mitigation Controls. As a requirement of the FAA, the Financial Agent shall maintain and enforce corporate-wide policies and procedures addressing potential conflicts of interests in the following areas. For purposes of this exhibit, the specific policies and procedures developed and implemented to address potential conflicts of interest regarding its work under the FAA are collectively referred to as the Conflicts of Interest Mitigation Controls. The Conflicts of Interest Mitigation Controls shall apply to the Financial Agent and any Named Affiliates, their collective employees, contractors, and their contractor’s employees (together, collectively, “Financial Agent Group,”) that provide asset management services under the FAA. • Restrictions Regarding Material Non-Public Information. While providing asset management services to the TARP, some individuals within the Financial Agent Group may have access to material non-public information related to the TARP program, such as specific trades or trading strategies (effected or proposed to be effected) of the Treasury. Information is “material” if there is a substantial likelihood that a reasonable person would consider the information important in making an investment decision (e.g., if the disclosure of the information would positively or negatively affect the market price of a security or obligation). Individuals in possession of non-public information obtained or developed pursuant to the FAA shall not act, or cause others to act, on such information, except in performance of the FAA.

Conflicts of Interest Mitigation Controls. As a requirement of the FAA, the Financial Agent shall maintain and enforce corporate-wide policies and procedures addressing potential conflicts of interests in the following areas. For purposes of this exhibit, the specific policies and procedures developed and implemented to address potential conflicts of interest regarding its work under the FAA are collectively referred to as the Conflicts of Interest Mitigation Controls. The Conflicts of Interest Mitigation Controls shall apply to the Financial Agent and any Named Affiliates, their collective employees, contractors, and their contractor’s contractors’ employees (together, collectively, “Financial Agent Group,”) that provide asset management services under the FAA. • Restrictions Regarding Material Non-Public Nonpublic Information. While providing asset management services to the TARP, some individuals within the Financial Agent Group may have access to material non-public nonpublic information related to the TARP program, such as specific trades or trading strategies (effected or proposed to be effected) of the Treasury. Information is “material” if there is a substantial likelihood that a reasonable person would consider the information important in making an investment decision (e.g., if the disclosure of the information would positively or negatively affect the market price of a security or obligation). Individuals in possession of non-public nonpublic information obtained or developed pursuant to the FAA shall not act, or cause others to act, on such information, except in performance of the FAA. Information Barrier Policies. TARP-related nonpublic information shall be shared only on a need-to-know basis. The Financial Agent Group shall maintain information barrier policies that are designed to restrict the dissemination, availability and sharing of nonpublic information, including but not limited to material nonpublic information, outside of the Financial Agent Group.