Conflicts Policy

1 Overview

This policy covers general Conflicts of Interest as well as specific issues in relation to the Manager simultaneously managing multiple Portfolio Companies, Clients and any conflicts arising with the related entity of the Manager, Birkdale.

This policy covers the following key areas:

This policy may be amended from time to time, as circumstances demand and in accordance with the requirements of the Manager. The Manager will provide a copy of the updated policy to all Clients as requested.

2 Definitions

3 General principle applying to Conflicts of Interest

In dealing with Conflicts of Interest identified under this policy, the Manager will act in good faith and in accordance with the law.

4 Identifying Conflicts of Interest

4.1 What are Conflicts of Interest?

Conflicts of Interest arise where an independent observer might reasonably question whether the actions or decisions of the Manager are influenced by interests other than the interests of a particular Client in respect of whom the actions are taken or decisions are made. Without limiting the foregoing, the following are situations where a Conflict of Interest may arise:

4.2 Managing conflicts

The Manager is committed to:

5 Managing Conflicts of Interest between the Manager and a Client

5.1 Methods for dealing with Conflicts of Interest

6 Managing Conflicts of Interest between Clients

6.1 Methods for dealing with Conflicts of Interest and investment allocation

The Manager has sole discretion of who it allows to participate in an Investment Opportunity, and may have consideration to the following (non-exhaustive) list of considerations below:

The Manager shall not be obliged to progress a new investment opportunity where the making of such an offer would be contrary to law in any jurisdiction or would require the consent or approval of any regulatory body having jurisdiction over the subject matter of the new investment opportunity and such consent or approval is not forthcoming.

7 Managing Conflicts of Interest between TEN13 Parties and a Client

7.1 Methods for dealing with Conflicts of Interest

8 Co-investment with Co-Investors

8.1 Methods for dealing with Conflicts of Interest

In making or receiving offers in respect of a Co-Investment Opportunity, the Manager may, in its sole discretion:

  • (a) provide Birkdale a first right to investment in an Investment Opportunity (whether this is a new opportunity, a follow-on round or the exercise of pre-emptive rights on transfer of securities in the Portfolio Company);
  • (b) provide Birkdale with its choice of allocation in an Investment Opportunity (whether this is a new opportunity, a follow-on round or the exercise of pre-emptive rights on transfer of securities in the Portfolio Company);
  • (c) timpose (and may vary or waive) such conditions as the Manager considers appropriate, including as to the form of the investment, the amount of the investment, documents to be executed and steps to be taken (and the timing of both) by the Co-Investors;
  • (d) reduce or revoke the proposed amount to be invested by the Co-Investor in that investment opportunity where the investment round has been over-subscribed;
  • (e) Birkdale has full discretion in whether or not it will introduce an investment to the TEN13 Platform as an Investment Opportunity or whether to invest in the opportunity directly; and
  • (f) Birkdale may negotiate and enter into any Investment Opportunity on more favourable terms than the Clients.

9 Previous Investments

Birkdale and its Affiliates have made multiple investments across various sectors in Australia and overseas (Previous Investments). Some of these Previous Investments may be in direct or indirect competition to the Investment Opportunities provided through the Platform. Birkdale, the Manager and their Affiliates disclaim all liability pertaining to the action taken by a Previous Investment, including (but not limited to):

10 Management of investments in Portfolio Companies

11 Fees

The Manager will have the sole discretion to:

12 Review procedures

The Compliance Officer is responsible for reviewing the Manager’s compliance arrangements to ensure that: