The Fund will be subject to certain conflicts of interest relating to the Trustee, the Investment Manager, Sponsor, directors, employees, officers, agents or Affiliates of the Trustee, InvestmentManager, Sponsor, and other funds managed/advised, now or in the future, by the Trustee, the Investment Manager and/or the Sponsor (collectively, the “Interested Parties”). The Investment Manager is in the process of evolving corporate governance guidelines designed to achieve and maintain discipline and transparency in all business processes and to avoid any potential or actual conflict of interest. These guidelines will apply to any transaction entered into by the Fund. The Investment Manager will endeavor to ensure that these conflicts do not work to the detriment of the Fund / Investors; however, there can be no assurance that the Investment Manager will be able to do so in all instances.

 

A number of examples of potential conflicts of interest are outlined below. However, the examples listed below are not intended to be exhaustive, and other types of conflicts of interest may arise during the term of the Fund.

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1. INVESTMENTS IN COMPANIES IN WHICH INTERESTED PARTIES HAVE INTERESTS

The Fund may participate in projects and companies in which Interested Parties have an existing investment or other interests (including providing debt), which may be on the same terms as the Fund’s investment or on different terms. In such cases, there could be a potential conflict between the interests of the Fund and those of the Interested Parties.

2. PURCHASE FROM AND SALE OF INVESTMENTS TO INTERESTED PARTIES

The Fund may purchase investments from, or sell investments to, the Interested Parties. In such cases, conflicts may arise in determining the price and terms of the sale or purchase as the case may be. The Interested Parties and their personnel may have
information about the Fund’s investment policies and strategy that would assist the Interested Parties wishing to purchase from or sell investments to the Fund.

3. MANAGEMENT RESOURCES
 

The Interested Parties and their management personnel or advisers will only devote so much of their time to the Fund’s operations as is, in their judgment, reasonably required. The Interested Parties and their employees that provide services to the Fund will have, in addition to their responsibilities for the Fund, responsibilities for other projects and clients. Accordingly, allocating management time and other resources among the Fund and such other projects and clients may create conflicts.

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4. ALLOCATION OF INVESTMENTS
 

The Interested Parties will be subject to conflicts of interest in allocating investment opportunities offered by the Investment Manager, one or more of which may be suitable for the Fund, one or more of their other funds or co-investments or for direct investment by themselves.

5. CO-INVESTMENT OPPORTUNITIES
 

The Investment Manager may, in its sole discretion, offer other parties, including other investors in the Fund, and their Affiliates, opportunities to co-invest alongside the Fund in particular investments. The terms on which co-investors participate in investments
alongside the Fund may be the same as the terms on which the Fund participates in those investments or they may be on different terms. The Investment Manager and/or its Affiliates may receive fees or other compensation from co-investors in relation to their
co-investments alongside the Fund, and they will not be required to remit these fees or other compensation to the Fund. These co-investment arrangements may lead to conflicts of interest.

6. FEES
 

The Management Fees payable have not been established on the basis of an arm’s length negotiation between the Fund and the Investment Manager. In addition, these may create an incentive for the Investment Manager to approve and cause the Fund to
make more speculative investments than it would otherwise make. The Investment Manager or other Interested Parties may receive transaction, advisory, monitoring, underwriting, and/or director’s fees from other persons which may or may not be attributable to the investments of the Fund and will be retained by the Investment Manager or the Interested Party.

7. REPRESENTATION

The attorneys, accountants, and other professionals, who perform services for the Fund may, and in some cases do, also perform services for the Interested Parties and their Affiliates.

8. DIVERSE BENEFICIARIES

Beneficiaries may have conflicting investment, tax, and other interests with respect to their purchase of the Units. The conflicting interests of individual Beneficiaries may relate to or arise from, among other things, the nature of investments of the Portfolio
Companies made by the Fund, the structuring or the acquisition of the Portfolio Company, and the timing of the disposition of such Portfolio Companies. As a consequence, conflicts of interest may arise in connection with decisions made by the Investment Manager, including with respect to the nature or structuring of investments that may be more beneficial for certain Beneficiaries in comparison to others, especially with respect to the individual tax situations of Beneficiaries. In selecting and structuring investments appropriate for the Fund, the Investment Manager will consider the investment and tax objectives of the Fund and the Beneficiaries as a whole, and not the investment, tax, or other objectives of any individual Beneficiary.

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9. CONFLICT MANAGEMENT

Conflicts of interest identified above are intended to be managed primarily by complying with Applicable Laws and acting in good faith to develop equitable resolutions of known conflicts.

By purchasing the Units, each Beneficiary will be deemed to have acknowledged the existence of such actual and potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflict of interest.