initiated on behalf of its clients, including us. In addition, officers or affiliates of our Adviser and/or Related Parties may possess information relating to our joint ventures that is not
known to the individuals at our Adviser responsible for monitoring our joint ventures and performing the other obligations under the Advisory Agreement.
The Related Parties currently provide services to NMCT, a
non-traded
company that intends to be taxed
as a REIT upon completion of a financing transaction, and may in the future provide services to other REITs or funds that compete with us for similar investments.
Although the professional staff of our Adviser will devote as much time to us as our Adviser deems appropriate to perform its duties in
accordance with the Advisory Agreement and in accordance with reasonable commercial standards, the staff may have conflicts in allocating its time and services among us and our Advisers or any Related Parties other accounts. The Advisory
Agreement places restrictions on our Advisers ability to buy and sell investments for us. Accordingly, during certain periods or in certain circumstances, our Adviser may be unable as a result of such restrictions to buy or sell investments or
to take other actions that it might consider to be in the best interests of us and our stockholders.
The directors, officers, employees
and agents of the Related Parties, and our Adviser may, subject to applicable law, serve as directors (whether supervisory or managing), officers, employees, partners, agents, nominees or signatories, and receive arms length fees in connection
with such service, for us or any Related Party, or for any of our joint ventures or any affiliate thereof, and neither us nor our stockholders shall have the right to any such fees.
The Related Parties serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business
as we do, or of other investment funds managed by our Adviser or its affiliates. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in our best
interests or the best interests of our stockholders. We may compete with other entities managed by our Adviser and its affiliates for capital and investment opportunities.
There is no limitation or restriction on our Adviser or any of its Related Parties with regard to acting as investment manager (or in a
similar role) to other parties or persons. This and other future activities of our Adviser and/or its Related Parties may give rise to additional conflicts of interest. Such conflicts may be related to obligations that our Adviser or its affiliates
have to other clients.
Subject to prior approval of our Board, certain Related Parties, including NexBank and Governance Re, Ltd. among
others, may provide banking, agency, insurance and other services to us and our operating affiliates for customary fees, and neither us, nor our subsidiaries will have a right to any such fees.
Allocation of Investment Opportunities
In addition, the Related Parties may, from time to time, be presented with investment opportunities that fall within our investment objectives
and the investment objectives of other clients, funds or other investment accounts managed by the Related Parties, and in such circumstances, the Related Parties expect to allocate such opportunities among us and such other clients, funds or other
investment accounts on a basis that the Related Parties determine in good faith is appropriate taking into consideration such factors as the fiduciary duties owed to us and such other clients, funds or other investment accounts, our primary mandates
and the primary mandates of such other clients, funds or other investment accounts, the capital available to us and such other clients, funds or other investment accounts, any restrictions on investment, the sourcing of the transaction, the size of
the transaction, the amount of potential
follow-on
investing that may be required for such investment and our other investments and the other investments of such other clients, funds or other investment
accounts, the relation of such opportunity to our investment strategy and the strategy of such other clients, funds or other investment accounts, reasons of portfolio balance and any other considerations deemed relevant by the Related Parties in
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