Islamic Global Real Estate Securities Fund SPC - National Bank of ...

Private Placement MemorandumVII. POTENTIAL CONFLICTS OF INTERESTThe following is a description of some of the potential and actual conflicts that are present in the structure of theFund and the relationships of the Fund Manager, the Distributor, the Fund Administrator, the Fund Advisor, theInvestment Advisor, their respective affiliates and the investors to the Fund and to one another. This section brieflysummarizes some of these conflicts, but is not intended to be an exhaustive list of such conflicts.The Fund will be subject to a number of actual and potential conflicts of interest involving the Fund Manager,the Distributor, the Fund Administrator, the Fund Advisor and their respective affiliates, members, agentsand employees. However, the Fund Manager, the Distributor, the Fund Administrator, the Fund Advisor andeach of their respective affiliates, members, agents and employees will have substantial incentives to see thatthe Fund investments appreciate in value, and merely because an actual or potential conflict of interest existsdoes not mean that it will be acted upon to the detriment of the Fund or the Fund’s investments.The Fund Manager, the Distributor, the Fund Administrator and the Fund Advisor may serve in similar capacitiesor as investment manager or investment advisor to other funds and other client accounts (“Related Funds”)and conduct investment activities for their own accounts. Such Related Funds may have investment objectivesor may implement investment strategies similar to those of the Fund. The Fund Manager, the Distributor, theFund Administrator and the Fund Advisor, and any partner, member, manager, director, officer, shareholder,affiliate or employee of the Fund Manager, the Distributor, the Fund Administrator or the Fund Advisor,may engage directly or indirectly in other business ventures or commercial dealings, independently or withothers, including, but not limited to, managing other accounts; investing in, or financing, the acquisitionand disposition of securities; providing investment and management counseling; providing brokerage services;serving as directors, managers, members, officers, advisors or agents of other companies; serving as partners ofany partnership, or trustee of any trust; or entering into any other commercial arrangements, whether or notsuch activities conflict with or are adverse to any interest of the parties with respect to the Fund. The Fundwill have no rights in or to such activities or any profits derived in such activities. None of the Fund Manager,the Distributor, the Fund Administrator or the Fund Advisor, or any of their respective partners, members,managers, directors, officers, shareholders, affiliates or employees shall have any obligation or responsibilityto disclose or refer to the Fund any investment or other opportunities such person obtains through suchactivities, but may refer the same to any other party or keep such opportunities for its own benefit. The FundManager, the Distributor, the Fund Administrator or the Fund Advisor, and their respective partners, members,managers, directors, officers, shareholders, affiliates and employees, are authorized to engage in activities with,or to purchase, sell or otherwise deal or invest in securities issued by, companies in which the Fund Manager, theDistributor, the Fund Administrator or the Fund Advisor might from time to time invest or be able to invest orotherwise have any interest on behalf of the Fund.Conflicts of interest exist in the structure and operation of the Fund’s business. Fees that are to be earned bythe Fund Manager, the Distributor, the Fund Administrator and the Fund Advisor or other parties (as describedin this Placement Memorandum and set forth in their respective agreements with the Fund), may not havebeen set by “arms-length” negotiation. There can be no assurance that such consideration is comparable to theconsideration that other investment parties in a similar situation would charge. However, the Fund believes thatsuch consideration is justified in light of the structure of the Fund, the investment program and the investorbase.The Fund Manager, the Distributor, the Fund Administrator and the Fund Advisor and their respective affiliatesare not prohibited or constrained from conducting investment banking, commercial banking, investmentadvisory, fund raising, brokerage, sales, trading, financing, consulting or other businesses with any of theentities, or issuers of securities or other investments, in which the Fund may indirectly invest. Further, theFund Manager, the Distributor, the Fund Administrator and the Fund Advisor are not required to disclose tothe shareholders of the Fund such activities of the Fund Manager, the Distributor, the Fund Administrator andthe Fund Advisor or their respective affiliates.The Fund Manager, the Distributor, the Fund Administrator and the Fund Advisor (and their principals,members or affiliates) may have conflicts of interest in allocating their time and activity between the Fund and31