(l) whether the applicant has a demonstr(l) whether the applicant has a demonstrated willingness to operate within the intent of the IIF program.

(l) whether the applicant has a demonstrated willingness to operate within the intent of the IIF program.

Other Matters

10. The Board may, in its absolute discretion, attribute a higher level of relative importance to one or more of the merit criteria.

11. Applicants may, at the request of the Program Delegate, be required, at the time of lodgement of application, to demonstrate to the satisfaction of the Board their ability to access the required level of privately sourced capital.

12. The Board may have regard to the accessibility of the program for industry around Australia.

13. The Board may have regard to additional criteria and undertake other enquiries in order to consider the suitability of applicants.

14. The Program Delegate may make policies of general application in relation to the administration of the IIF program. When making such policies the Program Delegate will seek the advice of the Board.

15. The Program Delegate may make decisions and guidelines in relation to the administration of the IIF program. When making such decisions and guidelines the Program Delegate may seek the advice of the Board.

16. The Program Delegate will seek the advice of the Board on the following matters:

(a) new investments by a licensed fund beyond the fifth anniversary of the granting of a licence;

(b) changes to the key personnel of a licensed fund;

(c) changes in the structure of a licensed fund;

(d) the application of sanctions against a manager or investor;

(e) the suspension of funding in relation to a licensed fund;

(f) the termination of a licence;

(g) investee company eligibility; and

(h) influence or control of manager by investor.

17. The Supervisory Board for a licensed fund will be established and maintained by the manager and make decisions about matters in relation to the administration of that IIF3 fund as shall be set out in the governing documents. The decisions made by the Supervisory Board in relation to these matters shall be binding on the manager except where a matter is one for which the Program Delegate has responsibility under the licence. In such an event the decision of the Program Delegate, if contrary to that of the Supervisory Board, shall be final and binding upon the manager.

PART 4 – ASSESSMENT OF PROPOSALS FOR VARIATION TO GOVERNING DOCUMENTS

18. In making a decision on whether to vary any provision of the governing documents, the Program Delegate may seek the advice of the Board and may seek the advice of other third parties.