The Managing Member and/or its affiliates, shareholders, members, partners, managers, directors, officers and employees(collectively the “Affiliated Persons”) will only devote so much time to the affairs of the Fund as is reasonably required in the judgment of the Managing Member. The Affiliated Persons will not be precluded from engaging directly or indirectly in any other business or other activity, including exercising investment advisory and management responsibility and buying, selling or otherwise dealing with securities and other investments for their own accounts, for the accounts of family members, for the accounts of other funds and for the accounts of individual and institutional clients (collectively, “Other Accounts”). Such Other Accounts may have investment objectives or may implement investment strategies similar to those of the Fund. The Affiliated Persons may also have investments in certain of the Other Accounts. Each of the Affiliated Persons may give advice and take action in the performance of their duties to their Other Accounts that could differ from the timing and nature of action taken with respect to the Fund. The Affiliated Persons will have no obligation to purchase or sell for the Fund any investment that the Affiliated Persons purchase or sell, or recommend for purchase or sale, for their own accounts or for any of the Other Accounts. The Fund will not have any rights of first refusal, co-investment or other rights in respect of the investments made by Affiliated Persons for the Other Accounts, or in any fees, profits or other income earned or otherwise derived from them. If a determination is made that the Fund and one or more Other Accounts should purchase or sell the same investments at the same time, the Affiliated Persons will allocate these purchases and sales as is considered equitable to each. No Member will, by reason of being a Member of the Fund, have any right to participate in any manner in any profits or income earned or derived by or accruing to the Affiliated Persons from the conduct of any business or from any transaction in investments effected by the Affiliated Persons for any account other than that of the Fund.
The Affiliated Persons will attempt to allocate investment opportunities that come to their attention on a fair and equitable basis among the Fund and the Other Accounts for which participation in the respective opportunity is considered appropriate pro rata in proportion to the relative net worth of each such account. In determining whether participating by an account is appropriate, the Affiliated Persons shall take into account, among other considerations: (a) whether the risk-return profile of the proposed investment is consistent with the objectives of the Fund, which objectives may be considered (i) solely in light of the specific investment under consideration or (ii) in the context of the portfolio’s overall holdings and available capital; (b) the potential for the proposed investment to create an imbalance in the portfolio of the Fund; (c) liquidity requirements of the Fund; (d) potential tax consequences; (e) legal or regulatory restrictions; (f) the need to re-size risk in the portfolio of the Fund; and (g) whether the Fund and/or Other Accounts have a substantial amount of investable cash (e.g., during a “ramp-up” period). Notwithstanding the foregoing, there can be no assurance that an investment opportunity which comes to the attention of any of the Affiliated Persons will not be allocated to an Other Account, with the Fund being unable to participate in such investment opportunity or participating only on a limited basis. In addition, there may be circumstances under which the Affiliated Persons will consider participation by Other Accounts in investment opportunities in which the Affiliated Persons do not intend to invest, or intend to invest only on a limited basis, on behalf of the Fund. Because these considerations may differ for the Fund and the Other Accounts in the context of any particular investment opportunity, investment activities of the Fund and the Other Accounts may differ considerably from time to time.
As a result of the foregoing, the Affiliated Persons may have conflicts of interest in allocating their time and activity between the Fund and the Other Accounts, in allocating investments among the Fund and the Other Accounts and in effecting transactions for the Fund and the Other Accounts, including ones in which the Affiliated Persons may have a greater financial interest.
In addition, MedRealty may be entitled to receive various fees in connection with the purchase, sale, leasing, and management of Fund investments, as described in the “Summary of Key Terms,” above. Further, Wellspring and LFG may be entitled to receive various fees in connection with providing cleaning services and acting as an agent with respect to insurance policies for the Fund investments, respectively. All such fees may present an inherent conflict of interest for the Managing Member and the Principals, and create an incentive for the Managing Member to undertake projects on behalf of the Fund that are riskier or more speculative than would be the case in the absence of such arrangements. Furthermore, there is a conflict of interest in that the Managing Member may have incentives to pay the foregoing compensation to MedRealty, Wellspring and LFG to the detriment of other third-party creditors of the Fund, which could be detrimental to the Members and may reduce the return of the underlying investments made by the Fund pursuant to this offering.
The Fund and the Managing Member are not represented by separate professional advisers. The legal firm for the Fund has represented the Affiliated Persons in the past and it is anticipated that such representation will continue in the future. Without independent legal and other professional representation, investors may not receive legal and other advice regarding certain matters that might be in their interests but contrary to the interest of the Affiliated Persons. However, should a dispute arise between the Fund and any Affiliated Person, or should there be a need in the future to negotiate and prepare contracts and agreements between the Fund and any of the Affiliated Persons, other than those existing or contemplated on the date of this Memorandum, the Managing Member will cause the Fund to retain separate counsel and, if necessary, other professionals for such matters.