Common use of ADVICE AND MANAGEMENT Clause in Contracts

ADVICE AND MANAGEMENT. (a) Among their powers, the Board shall have the power to engage the Advisor to provide Advice and Management to the Fund under their direction, subject to the initial approval thereof prior to the Closing Date by the Directors (including the vote of a majority of the Independent Directors at a meeting called for such purpose). The Directors also delegate to the Advisor the rights and powers expressly given to the Advisor under this Agreement. The authority of the Advisor granted under this Section 3.4 shall become effective upon such initial approvals and shall terminate: (i) if any period of 12 consecutive months following the first 12 consecutive months of the effectiveness of such authority shall conclude without the approval of the continuation of such authority by either (A) the vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund or (B) the Directors, and in either case, approval by a majority of the Independent Directors by vote cast in person at a meeting called for such purpose; (ii) if revoked by the Directors or by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, in either case with 60 days' prior written notice to the Advisor; or (iii) at the election of the Advisor with 60 days' prior written notice to the Directors. The authority of the Advisor to provide Advice and Management pursuant to this Section 3.4 shall automatically terminate upon the occurrence of any event in connection with the Advisor, its provision of Advice and Management, this Agreement or otherwise which constitutes an "assignment" within the meaning of the 1940 Act. If the authority of the Advisor under this Section 3.4 is terminated as provided herein, the Directors may appoint, subject to the approval thereof by a majority of the Independent Directors and by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, a person or persons to provide Advice and Management to the Fund, and shall cause the terms and conditions of such appointment to be stated in an agreement executed on behalf of the Fund and such person or persons. Notwithstanding anything in this Agreement to the contrary, upon receiving the requisite approval set forth in the preceding sentence, the Fund, and the Board on behalf of the Fund, shall have the power and authority to enter into such agreement without any further act, vote or approval of any Member. (b) So long as the Advisor has been and continues to be authorized to provide Advice and Management, it shall have, subject to any policies and restrictions set forth in any current offering memorandum issued by the Fund, this Agreement, the Form N-2 or the 1940 Act, or adopted from time to time by the Directors and communicated in writing to the Advisor, full discretion and authority (i) to manage the assets and liabilities of the Fund using a multi-manager investment management strategy as described in the Memorandum, (ii) to identify and evaluate Portfolio Managers and Portfolio Funds and to determine the assets of the Fund to be committed to each Portfolio Manager and Portfolio Fund from time to time (subject to Section 3.4(b)(15) in the case of Sub-Advisors), in each case subject to the terms and conditions of the respective governing documents of each Portfolio Manager and Portfolio Fund, (iii) to invest directly the assets of the Fund in liquid investments pending allocation or reallocation of such assets in Portfolio Funds or to ensure the availability of cash as required by the Fund in the ordinary course of its business, and (iv) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Advisor, except as otherwise provided in this Agreement, shall have full power and authority on behalf of the Fund: (1) to purchase, sell, exchange, trade and otherwise deal in and with Securities and other property of the Fund, including without limitation interests in Portfolio Funds, and to loan Securities of the Fund; (2) to do any and all acts and exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, the voting of limited partnership interests or shares of Portfolio Funds; (3) to enter into subscription or other agreements relating to investments in Portfolio Funds (subject to Section 3.4(b)(15) in the case of agreements with Sub-Advisors), including without limitation agreements irrevocably to forego the Fund's right to vote its interests or shares of the Portfolio Funds; (4) to enter into agreements with Portfolio Managers and Portfolio Funds (subject to Section 3.4(b)(15) in the case of agreements with Sub-Advisors) that provide for, among other things, the payment of management fees and allocations of profits to Portfolio Managers and the indemnification by the Fund of Portfolio Managers and Portfolio Funds to the same or different extent as provided for in respect of the Advisor, and to terminate such agreements; (5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of Securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Advisor considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions; (6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to Members with respect to repurchases of Units and the payment of Fund expenses, including those relating to the organization and registration of the Fund; (7) to issue to any Member an instrument certifying that such Member is the owner of Units; (8) to call and conduct meetings of Members at the Fund's principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors; (9) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Advisor may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Directors; (10) subject to Section 3.4(b)(15), to engage the services of persons, including GAM International Management Limited, to assist the Advisor in providing, or to provide under the Advisor's control and supervision, Advice and Management to the Fund at the expense of the Advisor and to terminate such services; (11) to assist in the preparation and filing of any required tax or information returns to be made by the Fund; (12) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund; (13) if directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Fund or relating to the performance of the Directors or the Advisor, or any of their principals, directors, officers, members, employees and agents; (14) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are necessary and appropriate for the conduct of the business of the Fund; and (A) to commit all or part of the Fund's assets to the discretionary management of one or more Sub-Advisors, the selection of which shall be subject to the approval of a majority (as defined in the 1940 Act) of the Fund's outstanding voting securities, unless the Fund receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to enter into agreements with the Sub-Advisors that provide for, among other things, the indemnification by the Fund of the Sub- Advisors to the same or different extent as provided for in respect of the Advisor, and to terminate such agreements, and (C) to authorize the payment of fees and allocations of profits to Sub-Advisors pursuant to their respective governing documents.

ADVICE AND MANAGEMENT. (a) Among their its powers, the Board shall have the power to engage the Advisor Manager to provide Advice and Management to the Fund under their directionits general supervision, subject to the initial approval thereof prior to the Closing Date by the Directors (including the vote of a majority of the Independent Directors at a meeting called for such purpose)Organizational Member. The Directors Board also delegate delegates to the Advisor Manager the rights and powers expressly given to the Advisor Manager under this Agreement. The authority of the Advisor Manager granted under this Section 3.4 shall become effective upon such initial approvals approval and shall terminate: (i) if any period of 12 consecutive months following the first 12 consecutive months of the effectiveness of such authority shall conclude without the approval of the continuation of such authority by either (A) the vote of a majority (as defined in the 1940 Act0000 Xxx) of the outstanding voting securities Voting Interests of the Fund or (B) the DirectorsBoard, and in either case, approval by a majority of the Independent Directors by vote cast in person at a meeting called for such purpose; (ii) if revoked by the Directors Board or by vote of a majority (as defined in the 1940 Act0000 Xxx) of the outstanding voting securities Voting Interests of the Fund, in either case with 60 days' prior written notice to the AdvisorManager; or (iii) at the election of the Advisor Manager with 60 days' prior written notice to the DirectorsBoard. The authority of the Advisor Manager to provide Advice and Management pursuant to this Section 3.4 shall automatically terminate upon the occurrence of any event in connection with the AdvisorManager, its provision of Advice and Management, this Agreement or otherwise which constitutes constituting an "assignment" within the meaning of the 1940 Act. If the authority of the Advisor Manager under this Section 3.4 is terminated as provided herein, the Directors Board may appoint, subject to the approval thereof by a majority of the Independent Directors Board and by vote of a majority (as defined in the 1940 Act0000 Xxx) of the outstanding voting securities Voting Interests of the Fund, a person or persons to provide Advice and Management to the Fund, and shall cause the terms and conditions of such appointment to be stated in an agreement executed on behalf of the Fund and such person or persons. Notwithstanding anything in this Agreement to the contrary, upon receiving the requisite approval set forth in the preceding sentence, the Fund, and a person designated by the Board on behalf of the FundBoard, shall have the power and authority to enter into such agreement without any further act, vote or approval of any Member. (b) So long as the Advisor Manager has been and continues to be authorized to provide Advice and Management, it shall have, subject to any policies and restrictions set forth in any current offering memorandum issued by the Fund, this Agreement, the Form N-2 or the 1940 Act, or adopted from time to time by the Directors Board and communicated in writing to the AdvisorManager, full discretion and authority (i) to manage the assets and liabilities of the Fund using a multi-manager investment management strategy as described in the Memorandum, and (ii) to identify and evaluate Portfolio Managers and Portfolio Funds and to determine the assets of the Fund to be committed to each Portfolio Manager and Portfolio Fund from time to time (subject to Section 3.4(b)(15) in the case of Sub-Advisors), in each case subject to the terms and conditions of the respective governing documents of each Portfolio Manager and Portfolio Fund, (iii) to invest directly the assets of the Fund in liquid investments pending allocation or reallocation of such assets in Portfolio Funds or to ensure the availability of cash as required by the Fund in the ordinary course of its business, and (iv) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the AdvisorManager, except as otherwise provided in this Agreement, shall have full power and authority on behalf of the Fund: (1) to purchase, sell, exchange, trade and otherwise deal in and with Securities and other property of the Fund, including without limitation interests in Portfolio Funds, Fund and to loan Securities of the Fund; (2) to do any and all acts and exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, the voting of limited partnership interests or shares of Portfolio Funds; (3) to enter into subscription or other agreements relating to investments in Portfolio Funds (subject to Section 3.4(b)(15) in the case of agreements with Sub-Advisors), including without limitation agreements irrevocably to forego the Fund's right to vote its interests or shares of the Portfolio Funds; (4) to enter into agreements with Portfolio Managers and Portfolio Funds (subject to Section 3.4(b)(15) in the case of agreements with Sub-Advisors) that provide for, among other things, the payment of management fees and allocations of profits to Portfolio Managers and the indemnification by the Fund of Portfolio Managers and Portfolio Funds to the same or different extent as provided for in respect of the Advisor, and to terminate such agreements; (5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of Securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Advisor Manager considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions; (63) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to Members with respect to repurchases of Units Interests and the payment of Fund expenses, including those relating to the organization and registration of the Fund; (74) to issue to any Member an instrument certifying that such Member is the owner of Unitsan Interest; (8) 5) to call and conduct meetings of Members at the Fund's principal office or elsewhere as it may determine, determine and to assist the Directors Board in calling and conducting meetings of the DirectorsBoard; (96) to engage and terminate such attorneys, accountants and other professional advisers advisors and consultants as the Advisor Manager may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the DirectorsBoard; (107) subject to Section 3.4(b)(15), to engage and terminate the services of persons, including GAM International Management Limited, others to assist the Advisor Manager in providing, or to provide under the AdvisorManager's control and supervision, Advice and Management to the Fund at the expense of the Advisor and to terminate such servicesManager; (11) 8) to assist in the preparation and filing of any required tax or information returns to be made by the Fund; (129) as directed by the DirectorsBoard, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund; (1310) if directed by the DirectorsBoard, to arrange for the purchase of (A) Insurance, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Directors Board or the AdvisorManager, or any of their principals, directors, officers, members, employees and agents;; and (1411) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are are, in the opinion of the Manager, necessary and appropriate for the conduct of the business of the Fund; and (A) to commit all , without the act, vote or part of the Fund's assets to the discretionary management of one or more Sub-Advisors, the selection of which shall be subject to the approval of a majority (as defined in the 1940 Act) of the Fund's outstanding voting securities, unless the Fund receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to enter into agreements with the Sub-Advisors that provide for, among any other things, the indemnification by the Fund of the Sub- Advisors to the same Member or different extent as provided for in respect of the Advisor, and to terminate such agreements, and (C) to authorize the payment of fees and allocations of profits to Sub-Advisors pursuant to their respective governing documentsperson.

ADVICE AND MANAGEMENT. (a) Among their powers, the Board shall have the power to engage the Advisor to provide Advice and Management to the Fund under their direction, subject to the initial approval thereof prior to the Closing Date by the Directors (including the vote of a majority of the Independent Directors at a meeting called for such purpose). The Directors also delegate to the Advisor the rights and powers expressly given to the Advisor under this Agreement. The authority of the Advisor granted under this Section 3.4 shall become effective upon such initial approvals and shall terminate: (i) if any period of 12 consecutive months following the first 12 consecutive months of the effectiveness of such authority shall conclude without the approval of the continuation of such authority by either (A) the vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund or Funx xx (BX) the Directors, and in either case, approval by a majority of the Independent Directors by vote cast in person at a meeting called for such purpose; (ii) if revoked by the Directors or by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, in either xx xxxxer case with 60 days' prior written notice to the Advisor; or (iii) at the election of the Advisor with 60 days' prior written notice to the Directors. The authority of the Advisor to provide Advice and Management pursuant to this Section 3.4 shall automatically terminate upon the occurrence of any event in connection with the Advisor, its provision of Advice and Management, this Agreement or otherwise which constitutes an "assignment" within the meaning of the 1940 Act. If the authority of the Advisor under this Section 3.4 is terminated as provided herein, the Directors may appoint, subject to the approval thereof by a majority of the Independent Directors and by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, a person x xxxxxx or persons to provide Advice and Management to the Fund, and shall cause the terms and conditions of such appointment to be stated in an agreement executed on behalf of the Fund and such person or persons. Notwithstanding anything in this Agreement to the contrary, upon receiving the requisite approval set forth in the preceding sentence, the Fund, and the Board on behalf of the Fund, shall have the power and authority to enter into such agreement without any further act, vote or approval of any Member. (b) So long as the Advisor has been and continues to be authorized to provide Advice and Management, it shall have, subject to any policies and restrictions set forth in any current offering memorandum issued by the Fund, this Agreement, the Form N-2 or the 1940 Act, or adopted from time to time by the Directors and communicated in writing to the Advisor, full discretion and authority (i) to manage the assets and liabilities of the Fund using a multi-manager investment management strategy as described in the Memorandum, (ii) to identify and evaluate Portfolio Managers and Portfolio Funds and to determine the assets of the Fund to be committed to each Portfolio Manager and Portfolio Fund from time to time (subject to Section 3.4(b)(15) in the case of Sub-Advisors), in each case subject to the terms and conditions of the respective governing documents of each Portfolio Manager and Portfolio Fund, (iii) to invest directly the assets of the Fund in liquid investments pending allocation or reallocation of such assets in Portfolio Funds or to ensure the availability of cash as required by the Fund in the ordinary course of its business, and (iv) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Advisor, except as otherwise provided in this Agreement, shall have full power and authority on behalf of the Fund: (1) to purchase, sell, exchange, trade and otherwise deal in and with Securities and other property of the Fund, including without limitation interests in Portfolio Funds, and to loan Securities of the Fund; (2) to do any and all acts and exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, the voting of limited partnership interests or shares of Portfolio Funds; (3) to enter into subscription or other agreements relating to investments in Portfolio Funds (subject to Section 3.4(b)(15) in the case of agreements with Sub-Advisors), including without limitation agreements irrevocably to forego the Fund's right to vote its interests or shares of the Portfolio Funds; (4) to enter into agreements with Portfolio Managers and Portfolio Funds (subject to Section 3.4(b)(15) in the case of agreements with Sub-Advisors) that provide for, among other things, the payment of management fees and allocations of profits to Portfolio Managers and the indemnification by the Fund of Portfolio Managers and Portfolio Funds to the same or different extent as provided for in respect of the Advisor, and to terminate such agreements; (5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of Securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Advisor considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions; (6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to Members with respect to repurchases of Units and the payment of Fund expenses, including those relating to the organization and registration of the Fund; (7) to issue to any Member an instrument certifying that such Member is the owner of Units; (8) to call and conduct meetings of Members at the Fund's principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors; (9) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Advisor may deem necessary or advisable in connection with the affairs of the Fund or as may be directed by the Directors; (10) subject to Section 3.4(b)(15), to engage the services of persons, including GAM International Management Limited, to assist the Advisor in providing, or to provide under the Advisor's control and supervision, Advice and Management to the Fund at the expense of the Advisor and to terminate such services; (11) to assist in the preparation and filing of any required tax or information returns to be made by the Fund; (12) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund; (13) if directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Fund or relating to the performance of the Directors or the Advisor, or any of their principals, directors, officers, members, employees and agents; (14) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are necessary and appropriate for the conduct of the business of the Fund; and (A) to commit all or part of the Fund's assets to the discretionary management of one or more Sub-Advisors, the selection of which shall be subject to the approval of a majority (as defined in the 1940 Act) of the Fund's outstanding voting securitiessecuritixx, unless xxxess the Fund receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to enter into agreements with the Sub-Advisors that provide for, among other things, the indemnification by the Fund of the Sub- Sub-Advisors to the same or different extent as provided for in respect of the Advisor, and to terminate such agreements, and (C) to authorize the payment of fees and allocations of profits to Sub-Advisors pursuant to their respective governing documents.