GLDUS138 Ian Slome investment management agreement, if any, the Memorandum, and/or iCapital's Form ADV; (8) the Investor Fiduciary has carefully reviewed and understands the various risks of an investment in the Partnership, as well as the fees and conflicts of interest to which the Partnership is subject, as set forth in the Memorandum, and has concluded that the proposed purchase of an Interest is consistent with applicable fiduciary, responsibilities under ERISA and other applicable law, if any; (9) the Investor and the Investor Fiduciary hereby consent and agree to the payment of the fees so described to the parties identified as the recipients thereof, and to such conflicts of interest; (10) neither the Investor nor the Investor Fiduciary are in any way affiliated with (i.e., do not own or control, are not owned or controlled by, nor are under common ownership or control with) any person or entity which will receive compensation, directly or indirectly, from the Partnership, as specifically identified and described in the Memorandum; (11) the Investor and the Investor Fiduciary understand, acknowledge and agree that neither iCapital nor any of its Affiliates, nor any director, officer. member, partner, employee, principal or agent of iCapital or any of its Affiliates receives a fee or other compensation from the Investor or, if applicable, the Investor Fiduciary for the provision of investment advice (rather than other services) in connection with the Investor's decision to invest in, continue holding, or withdraw from, the Partnership (as opposed to a fee for actually managing the assets of the Partnership or providing services to the Partnership); (12) the execution and delivery of this Agreement and the consummation of the transactions contemplated thereunder will not result in a breach or violation of any charter or organizational documents pursuant to which the Investor was formed or is governed, or any statute, rule, regula