Common use of ADVICE AND MANAGEMENT Clause in Contracts

ADVICE AND MANAGEMENT. (a) The Directors will, among their powers, have the authority to cause the Partnership to engage the Adviser to provide Advice and Management to the Partnership under their direction, subject to any approval of such engagement by the Partners that may be required under the 1940 Act. As directed by the Directors, the Partnership and the General Partner, on behalf of the Partnership, among its powers described in Section 3.2 of this Agreement, will have the authority to execute, deliver and monitor the performance of any contract or agreement to provide Advice and Management to the Partnership (each, an "Investment Advisory Agreement"). Any such Investment Advisory Agreement will require that the Adviser acknowledge its obligations under this Agreement. (b) The assets of the Partnership shall be invested in accordance with the "Asset Allocation Ranges" set forth in Exhibit A to this Agreement, as such Asset Allocation Ranges may be amended by the Directors from time to time. The Directors may, in their sole and absolute discretion, change or modify such Asset Allocation Ranges, provided that (i) the Directors shall have no authority to change such Asset Allocation Ranges prior to the first anniversary of the Closing Date or, in any event, provide for a greater than 25% allocation, at the time of investment, to investments in which the Partnership does not have the right to redeem its investment on at least a quarterly basis after a lock-up period not to exceed one year after the date of investment (e.g., private equity, real estate, energy, etc., or a partnership or limited liability company in which an investor only has the right to receive proceeds from its investment upon the sale of an underlying investment or portfolio company) unless the approval of Limited Partners that collectively beneficially own sixty percent (60%) of the Interests is obtained and (ii) in the event that, after such first anniversary, the Directors so modify or change such Asset Allocation Ranges, the Partnership shall provide each Limited Partner with ninety (90) days' prior written notice of such change and the new Asset Allocation Ranges adopted by the Directors, which shall be put into effect not sooner than the first day of the first Fiscal Period following the expiration of ninety (90) days following the date on which such notice was given. (c) So long as the Adviser has been and continues to be authorized to provide Advice and Management pursuant to an Investment Advisory Agreement, it will have, subject to this Agreement and to any policies and restrictions adopted from time to time by the Directors and communicated in writing to the Adviser (in each case, as more fully described in such Investment Advisory Agreement), full discretion and authority on behalf of and in the name of the Partnership (1) to manage the assets and liabilities of the Partnership, (2) to identify and evaluate Investment Managers and Investment Funds and to determine the assets of the Partnership to be committed to each Investment Manager and Investment Fund from time to time (subject to the provisions of Section 3.5(c)(8) of this Agreement in the case of Subadvisers), in each case subject to the terms and conditions of the governing documents of each Investment Manager and Investment Fund, and (3) to invest directly the assets of the Partnership in investments pending allocation or reallocation of the assets in Investment Funds or to ensure the availability of cash as required by the Partnership in the ordinary course of its business. In furtherance of, and subject to the provisions of this Section 3.5(c), the Adviser, except as otherwise provided in the applicable Investment Advisory Agreement (and at all times subject to the provisions of the 1940 Act), will have full discretion and authority on behalf of and in the name of the Partnership: (1) to purchase, sell, exchange, trade and otherwise deal in and with Securities and other property of the Partnership, including, without limitation, interests in Investment Funds, and to loan Securities of the Partnership; (2) to do any and all acts and exercise all rights with respect to the Partnership's interest as an investor in any Person, including, without limitation, the voting of limited partnership interests or shares of Investment Funds; (3) to enter into subscription or other agreements relating to investments in Investment Funds (subject to Section 3.5(c)(8) of this Agreement in the case of agreements with Subadvisers), including, without limitation, agreements irrevocably to forego the Partnership's right to vote its limited partnership (or similar) interests or shares of Investment Funds; (4) to negotiate the terms of and enter into agreements with Investment Managers and Investment Funds (subject to Section 3.5(c)(8) of this Agreement in the case of agreements with Subadvisers) that provide for, among other things, the payment of management fees, reimbursement of expenses and allocations of profits to Investment Managers and the indemnification by the Partnership of Investment Managers and Investment Funds to the same or different extent as provided for with respect to the Adviser, and to amend, modify, terminate or grant waivers in respect of those 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 Partnership on those terms that the Adviser considers appropriate, and to grant limited discretionary authorization to brokers, dealers or other financial intermediaries 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 the assets of the Partnership as collateral for those borrowings, to trade on margin, to exercise or refrain from exercising all rights regarding the Partnership's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Partnership with respect to repurchases of Interests or portions of Interests and the payment of Partnership expenses, including those relating to the organization and registration of the Partnership; (7) subject to Section 3.5(c)(8) of this Agreement, to engage the services of Persons, including Affiliates of the Adviser, to assist the Adviser in providing, or to provide under the Adviser's control and supervision, Advice and Management to the Partnership at the expense of the Adviser and to amend, modify or terminate or grant waivers in respect of these services; (8) (A) to commit all or part of the Partnership's assets to the discretionary management of one or more Subadvisers, the selection of which will be subject to the approval of a majority (as defined in the 1000 Xxx) of the Partnership's outstanding voting securities, unless the Partnership receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to negotiate and enter into agreements with the Subadvisers that provide for, among other things, the indemnification by the Partnership of the Subadvisers to the same or different extent as provided for with respect to the Adviser, and to amend, modify, terminate or grant waivers in respect of those agreements (subject to the requirements of the 1940 Act and applicable law), and (C) to authorize the payment of fees, reimbursement of expenses and allocations of profits to Subadvisers in accordance with their respective governing documents; and (9) subject to applicable law, to take all such other actions that the Adviser considers necessary or advisable in furtherance of its duties and powers under the applicable Investment Advisory Agreement. (d) The Adviser, to the extent of its powers set out in this Agreement or otherwise vested in it by action of the Directors not inconsistent with this Agreement, is an agent of the Partnership, and the actions of the Adviser taken or refrained from being taken in accordance with such powers will bind the Partnership.

ADVICE AND MANAGEMENT. (a) The Directors will, among their powers, have the authority to cause the Partnership to engage the Adviser to provide Advice and Management to the Partnership under their direction, subject to any approval of such engagement by the Partners that may be required under the 1940 Act. As directed by the Directors, the Partnership and the General Partner, on behalf of the Partnership, among its powers described in Section 3.2 of this Agreement, will have the authority to execute, deliver and monitor the performance of any contract or agreement to provide Advice and Management to the Partnership (each, an "Investment Advisory Agreement"). Any such Investment Advisory Agreement will require that the Adviser acknowledge its obligations under this Agreement. (b) The assets of the Partnership shall be invested in accordance with the "Asset Allocation Ranges" set forth in Exhibit A to this Agreement, as such Asset Allocation Ranges may be amended by the Directors from time to time. The Directors may, in their sole and absolute discretion, change or modify such Asset Allocation Ranges, provided that (i) the Directors shall have no authority to change such Asset Allocation Ranges prior to the first anniversary of the Closing Date or, in any event, provide for a greater than 25% allocation, at the time of investment, to investments in which the Partnership does not have the right to redeem its investment on at least a quarterly basis after a lock-up period not to exceed one year after the date of investment (e.g., private equity, real estate, energy, etc., or a partnership or of limited liability company in which an investor only has the right to receive proceeds from its investment upon the sale of an underlying investment or portfolio company) unless the approval of Limited Partners that collectively beneficially own sixty percent (60%) of the Interests is obtained and (ii) in the event that, after such first anniversary, the Directors so modify or change such Asset Allocation Ranges, the Partnership shall provide each Limited Partner with ninety (90) days' prior written notice of such change and the new Asset Allocation Ranges adopted by the Directors, which shall be put into effect not sooner than the first day of the first Fiscal Period following the expiration of ninety (90) days following the date on which such notice was given. (c) So long as the Adviser has been and continues to be authorized to provide Advice and Management pursuant to an Investment Advisory Agreement, it will have, subject to this Agreement and to any policies and restrictions adopted from time to time by the Directors and communicated in writing to the Adviser (in each case, as more fully described in such Investment Advisory Agreement), full discretion and authority on behalf of and in the name of the Partnership (1) to manage the assets and liabilities of the Partnership, (2) to identify and evaluate Investment Managers and Investment Funds and to determine the assets of the Partnership to be committed to each Investment Manager and Investment Fund from time to time (subject to the provisions of Section 3.5(c)(8) of this Agreement in the case of SubadvisersSub-advisers), in each case subject to the terms and conditions of the governing documents of each Investment Manager and Investment Fund, and (3) to invest directly the assets of the Partnership in investments pending allocation or reallocation of the assets in Investment Funds or to ensure the availability of cash as required by the Partnership in the ordinary course of its business. In furtherance of, and subject to the provisions of this Section 3.5(c), the Adviser, except as otherwise provided in the applicable Investment Advisory Agreement (and at all times subject to the provisions of the 1940 Act), will have full discretion and authority on behalf of and in the name of the Partnership: (1) to purchase, sell, exchange, trade and otherwise deal in and with Securities and other property of the Partnership, including, without limitation, interests in Investment Funds, and to loan Securities of the Partnership; (2) to do any and all acts and exercise all rights with respect to the Partnership's interest as an investor in any Person, including, without limitation, the voting of limited partnership interests or shares of Investment Funds; (3) to enter into subscription or other agreements relating to investments in Investment Funds (subject to Section 3.5(c)(8) of this Agreement in the case of agreements with SubadvisersSub-advisers), including, without limitation, agreements irrevocably to forego the Partnership's right to vote its limited partnership (or similar) interests or shares of Investment Funds; (4) to negotiate the terms of and enter into agreements with Investment Managers and Investment Funds (subject to Section 3.5(c)(8) of this Agreement in the case of agreements with SubadvisersSub-advisers) that provide for, among other things, the payment of management fees, reimbursement of expenses and allocations of profits to Investment Managers and the indemnification by the Partnership of Investment Managers and Investment Funds to the same or different extent as provided for with respect to the Adviser, and to amend, modify, terminate or grant waivers in respect of those 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 Partnership on those terms that the Adviser considers appropriate, and to grant limited discretionary authorization to brokers, dealers or other financial intermediaries 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 the assets of the Partnership as collateral for those borrowings, to trade on margin, to exercise or refrain from exercising all rights regarding the Partnership's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Partnership with respect to repurchases of Interests or portions of Interests and the payment of Partnership expenses, including those relating to the organization and registration of the Partnership; (7) subject to Section 3.5(c)(8) of this Agreement, to engage the services of Persons, including Affiliates of the Adviser, to assist the Adviser in providing, or to provide under the Adviser's control and supervision, Advice and Management to the Partnership at the expense of the Adviser and to amend, modify or terminate or grant waivers in respect of these services; (8) (A) to commit all or part of the Partnership's assets to the discretionary management of one or more SubadvisersSub-advisers, the selection of which will be subject to the approval of a majority (as defined in the 1000 Xxx) of the Partnership's outstanding voting securities, unless the Partnership receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to negotiate and enter into agreements with the Subadvisers Sub-advisers that provide for, among other things, the indemnification by the Partnership of the Subadvisers Sub-advisers to the same or different extent as provided for with respect to the Adviser, and to amend, modify, terminate or grant waivers in respect of those agreements (subject to the requirements of the 1940 Act and applicable law), and (C) to authorize the payment of fees, reimbursement of expenses and allocations of profits to Subadvisers Sub-advisers in accordance with their respective governing documents; and (9) subject to applicable law, to take all such other actions that the Adviser considers necessary or advisable in furtherance of its duties and powers under the applicable Investment Advisory Agreement. (d) The Adviser, to the extent of its powers set out in this Agreement or otherwise vested in it by action of the Directors not inconsistent with this Agreement, is an agent of the Partnership, and the actions of the Adviser taken or refrained from being taken in accordance with such powers will bind the Partnership.

ADVICE AND MANAGEMENT. (a) The Directors will, among their powers, have the authority to cause the Partnership to engage the Adviser Investment Manager to provide Advice and Management to the Partnership under their direction, subject to any the initial approval of any such engagement prior to the Closing Date by the Partners that may be Directors as required under the 1940 ActAct (including the vote of a majority of the Independent Directors at a meeting called for such purpose) and by the Organizational Limited Partner. As directed by the Directors, the Partnership and the General Partner, on behalf of the Partnership, among its powers described in Section 3.2 of this Agreement, will have the authority to execute, deliver and monitor the performance of any contract or agreement to provide Advice and Management to the Partnership (each, an "Investment Advisory Agreement"). Any such Investment Advisory Agreement will require that the Adviser Investment Manager acknowledge its obligations under this Agreement. (b) The assets of the Partnership shall be invested directly, or indirectly through an investment in the Master Partnership or otherwise, in accordance with the "Asset Allocation Ranges" set forth in Exhibit A to this Agreement, as such Asset Allocation Ranges may be amended by the Directors from time to time. The Directors may, in their sole and absolute discretion, change or modify such Asset Allocation RangesRanges from time to time, provided that (i) the Directors shall have no authority to change such Asset Allocation Ranges prior to the first anniversary of the Closing Date or, in any event, provide for a greater than 25% allocation, at the time of investment, to investments in which the Partnership does not have the right to redeem its investment on at least a quarterly basis after a lock-up period not to exceed one year after the date of investment (e.g., private equity, real estate, energy, etc., or a partnership or limited liability company in which an investor only has the right to receive proceeds from its investment upon the sale of an underlying investment or portfolio company) unless the approval of Limited Partners that collectively beneficially own sixty percent (60%) of the Interests is obtained and (ii) in the event that, after such first anniversary, the Directors so modify or change such Asset Allocation Ranges, the Partnership shall provide each Limited Partner with ninety (90) days' prior written notice of such change and the new Asset Allocation Ranges adopted by the Directors, which shall be put into effect not sooner than the first day of the first Fiscal Period following the expiration of ninety (90) days following the date on which such notice was given. (c) So long as the Adviser Investment Manager has been and continues to be authorized to provide Advice and Management pursuant to an Investment Advisory Agreement, it will have, subject to this Agreement and to any policies and restrictions described in the Memorandum or adopted from time to time by the Directors and communicated in writing to the Adviser Investment Manager (in each case, as more fully described in such Investment Advisory Agreement), full discretion and authority on behalf of and in the name of the Partnership (1) to manage the assets and liabilities of the Partnership, (2) to identify and evaluate Investment Managers Advisors, Advisor Funds and Investment Funds Advisor Accounts and to determine the assets of the Partnership to be committed to each Investment Manager Advisor, Advisor Fund and Investment Fund Advisor Account from time to time (subject to the provisions of Section 3.5(c)(8) of this Agreement in the case of Subadvisers)time, in each case subject to the terms and conditions of the governing documents of each Investment Manager Advisor, Advisor Fund and Investment FundAdvisor Account, and (3) to invest directly the assets of the Partnership in investments pending allocation or reallocation of the assets in Investment Advisor Funds or Advisor Accounts or to ensure the availability of cash as required by the Partnership in the ordinary course of its business. In furtherance of, and subject to the provisions of this Section 3.5(c), the AdviserInvestment Manager, except as otherwise provided in the applicable Investment Advisory Agreement (and at all times subject to the provisions of the 1940 Act), will have full discretion and authority on behalf of and in the name of the Partnership: (1) to purchase, sell, exchange, trade and otherwise deal in and with Securities and other property of the Partnership, including, without limitation, interests in Investment FundsAdvisor Funds and Advisor Accounts, and to loan Securities of the Partnership; (2) to do any and all acts and exercise all rights with respect to the Partnership's interest as an investor in any Person, including, without limitation, the voting of limited partnership interests or shares of Investment FundsAdvisor Funds or relating to Advisor Accounts; (3) to enter into subscription or other agreements relating to investments in Investment Funds (subject to Section 3.5(c)(8) of this Agreement in the case of agreements with Subadvisers)Advisor Funds, including, without limitation, agreements irrevocably to forego the Partnership's right to vote its limited partnership (or similar) interests or shares of Investment Advisor Funds; (4) to negotiate the terms of and enter into agreements with Investment Managers Advisors and Investment Advisor Funds (subject to Section 3.5(c)(8) of this Agreement in the case of agreements with Subadvisers) that provide for, among other things, the payment of management fees, reimbursement of expenses and allocations of profits to Investment Managers Advisors and the indemnification by the Partnership of Investment Managers Advisors and Investment Advisor Funds to the same or different extent as provided for with respect to the AdviserInvestment Manager, and to amend, modify, terminate or grant waivers in respect of those 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 Partnership on those terms that the Adviser Investment Manager considers appropriate, and to grant limited discretionary authorization to brokers, dealers or other financial intermediaries with respect to price, time and other terms of investment and trading transactions, and to delegate any such authority to an Advisor; (6) to borrow from banks or other financial institutions and to pledge the assets of the Partnership as collateral for those borrowings, to trade on margin, to exercise or refrain from exercising all rights regarding the Partnership's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Partnership with respect to repurchases of Interests or portions of Interests and the payment of Partnership expenses, including those relating to the organization and registration of the Partnership; (7) subject to Section 3.5(c)(8) of this Agreement, to engage the services of Persons, including Affiliates of the AdviserInvestment Manager, to assist the Adviser Investment Manager in providing, or to provide under the AdviserInvestment Manager's control and supervision, Advice and Management to the Partnership at the expense of the Adviser Investment Manager and to amend, modify or terminate or grant waivers in respect of these services; (8) (A) to commit all or part of the Partnership's assets to the discretionary management of one or more Subadvisers, the selection of which will be subject to the approval of a majority (as defined in the 1000 Xxx) of the Partnership's outstanding voting securities, unless the Partnership receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to negotiate and enter into agreements with the Subadvisers that provide for, among other things, the indemnification by the Partnership of the Subadvisers to the same or different extent as provided for with respect to the Adviser, and to amend, modify, terminate or grant waivers in respect of those agreements (subject to the requirements of the 1940 Act and applicable law), and (C) to authorize the payment of fees, reimbursement of expenses and allocations of profits to Subadvisers in accordance with their respective governing documents; and (9) 8) subject to applicable law, to take all such other actions that the Adviser Investment Manager considers necessary or advisable in furtherance of its duties and powers under the applicable Investment Advisory Agreement. (d) The AdviserInvestment Manager, to the extent of its powers set out in this Agreement or otherwise vested in it by action of the Directors not inconsistent with this Agreement, is an agent of the Partnership, and the actions of the Adviser Investment Manager taken or refrained from being taken in accordance with such powers will bind the Partnership.

ADVICE AND MANAGEMENT. (a) The Directors will, among their powers, have the authority to cause the Partnership to engage the Adviser Investment Manager to provide Advice and Management to the Partnership under their direction, subject to any the initial approval of any such engagement prior to the Closing Date by the Partners that may be Directors as required under the 1940 ActAct (including the vote of a majority of the Independent Directors at a meeting called for such purpose) and by the Organizational Limited Partner. As directed by the Directors, the Partnership and the General Partner, on behalf of the Partnership, among its powers described in Section 3.2 of this Agreement, will have the authority to execute, deliver and monitor the performance of any contract or agreement to provide Advice and Management to the Partnership (each, an "Investment Advisory Agreement"). Any such Investment Advisory Agreement will require that the Adviser Investment Manager acknowledge its obligations under this Agreement. (b) The assets of the Partnership shall be invested in accordance with the "Asset Allocation Ranges" set forth in Exhibit A to this Agreement, as such Asset Allocation Ranges may be amended by the Directors from time to time. The Directors may, in their sole and absolute discretion, change or modify such Asset Allocation RangesRanges from time to time, provided that (i) the Directors shall have no authority to change such Asset Allocation Ranges prior to the first anniversary of the Closing Date or, in any event, provide for a greater than 25% allocation, at the time of investment, to investments in which the Partnership does not have the right to redeem its investment on at least a quarterly basis after a lock-up period not to exceed one year after the date of investment (e.g., private equity, real estate, energy, etc., or a partnership or limited liability company in which an investor only has the right to receive proceeds from its investment upon the sale of an underlying investment or portfolio company) unless the approval of Limited Partners that collectively beneficially own sixty percent (60%) of the Interests is obtained and (ii) in the event that, after such first anniversary, the Directors so modify or change such Asset Allocation Ranges, the Partnership shall provide each Limited Partner with ninety (90) days' prior written notice of such change and the new Asset Allocation Ranges adopted by the Directors, which shall be put into effect not sooner than the first day of the first Fiscal Period following the expiration of ninety (90) days following the date on which such notice was given. (c) So long as the Adviser Investment Manager has been and continues to be authorized to provide Advice and Management pursuant to an Investment Advisory Agreement, it will have, subject to this Agreement and to any policies and restrictions adopted from time to time by the Directors and communicated in writing to the Adviser Investment Manager (in each case, as more fully described in such Investment Advisory Agreement), full discretion and authority on behalf of and in the name of the Partnership (1) to manage the assets and liabilities of the Partnership, (2) to identify and evaluate Investment Managers Advisors, Advisor Funds and Investment Funds Advisor Accounts and to determine the assets of the Partnership to be committed to each Investment Manager Advisor, Advisor Fund and Investment Fund Advisor Account from time to time (subject to the provisions of Section 3.5(c)(8) of this Agreement in the case of SubadvisersSub-advisers), in each case subject to the terms and conditions of the governing documents of each Investment Manager Advisor, Advisor Account and Investment Advisor Fund, and (3) to invest directly the assets of the Partnership in investments pending allocation or reallocation of the assets in Investment Advisor Funds or Advisor Accounts or to ensure the availability of cash as required by the Partnership in the ordinary course of its business. In furtherance of, and subject to the provisions of this Section 3.5(c), the AdviserInvestment Manager, except as otherwise provided in the applicable Investment Advisory Agreement (and at all times subject to the provisions of the 1940 Act), will have full discretion and authority on behalf of and in the name of the Partnership: (1) to purchase, sell, exchange, trade and otherwise deal in and with Securities and other property of the Partnership, including, without limitation, interests in Investment FundsAdvisor Funds and Advisor Accounts, and to loan Securities of the Partnership; (2) to do any and all acts and exercise all rights with respect to the Partnership's interest as an investor in any Person, including, without limitation, the voting of limited partnership interests or shares of Investment FundsAdvisor Funds or relating to Advisor Accounts; (3) to enter into subscription or other agreements relating to investments in Investment Advisor Funds (subject to Section 3.5(c)(8) of this Agreement in the case of agreements with SubadvisersSub-advisers), including, without limitation, agreements irrevocably to forego the Partnership's right to vote its limited partnership (or similar) interests or shares of Investment Advisor Funds; (4) to negotiate the terms of and enter into agreements with Investment Managers Advisors and Investment Advisor Funds (subject to Section 3.5(c)(8) of this Agreement in the case of agreements with SubadvisersSub-advisers) that provide for, among other things, the payment of management fees, reimbursement of expenses and allocations of profits to Investment Managers Advisors and the indemnification by the Partnership of Investment Managers Advisors and Investment Advisor Funds to the same or different extent as provided for with respect to the AdviserInvestment Manager, and to amend, modify, terminate or grant waivers in respect of those 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 Partnership on those terms that the Adviser Investment Manager considers appropriate, and to grant limited discretionary authorization to brokers, dealers or other financial intermediaries with respect to price, time and other terms of investment and trading transactions, and to delegate any such authority to an Advisor; (6) to borrow from banks or other financial institutions and to pledge the assets of the Partnership as collateral for those borrowings, to trade on margin, to exercise or refrain from exercising all rights regarding the Partnership's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Partnership with respect to repurchases of Interests or portions of Interests and the payment of Partnership expenses, including those relating to the organization and registration of the Partnership; (7) subject to Section 3.5(c)(8) of this Agreement, to engage the services of Persons, including Affiliates of the AdviserInvestment Manager, to assist the Adviser Investment Manager in providing, or to provide under the AdviserInvestment Manager's control and supervision, Advice and Management to the Partnership at the expense of the Adviser Investment Manager and to amend, modify or terminate or grant waivers in respect of these services; (8) (A) to commit all or part of the Partnership's assets to the discretionary management of one or more SubadvisersSub-advisers, the selection of which will be subject to the approval of a majority (as defined in the 1000 0000 Xxx) of the Partnership's outstanding voting securities, unless the Partnership receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to negotiate and enter into agreements with the Subadvisers Sub-advisers that provide for, among other things, the indemnification by the Partnership of the Subadvisers Sub-advisers to the same or different extent as provided for with respect to the AdviserInvestment Manager, and to amend, modify, terminate or grant waivers in respect of those agreements (subject to the requirements of the 1940 Act and applicable law), and (C) to authorize the payment of fees, reimbursement of expenses and allocations of profits to Subadvisers Sub-advisers in accordance with their respective governing documents; and (9) subject to applicable law, to take all such other actions that the Adviser Investment Manager considers necessary or advisable in furtherance of its duties and powers under the applicable Investment Advisory Agreement. (d) The AdviserInvestment Manager, to the extent of its powers set out in this Agreement or otherwise vested in it by action of the Directors not inconsistent with this Agreement, is an agent of the Partnership, and the actions of the Adviser Investment Manager taken or refrained from being taken in accordance with such powers will bind the Partnership.

ADVICE AND MANAGEMENT. (a) The Directors will, among their powers, have the authority to cause the Partnership to engage the Adviser Investment Manager to provide Advice and Management to the Partnership under their direction, subject to any the initial approval of any such engagement prior to the Closing Date by the Partners that may be Directors as required under the 1940 ActAct (including the vote of a majority of the Independent Directors at a meeting called for such purpose) and by the Organizational Limited Partner. As directed by the Directors, the Partnership and the General Partner, on behalf of the Partnership, among its powers described in Section 3.2 of this Agreement, will have the authority to execute, deliver and monitor the performance of any contract or agreement to provide Advice and Management to the Partnership (each, an "Investment Advisory Agreement"). Any such Investment Advisory Agreement will require that the Adviser Investment Manager acknowledge its obligations under this Agreement. (b) The assets of the Partnership shall be invested directly, or indirectly through an investment in the Master Partnership or otherwise, in accordance with the "Asset Allocation Ranges" set forth in Exhibit A to this Agreement, as such Asset Allocation Ranges may be amended by the Directors from time to time. The Directors may, in their sole and absolute discretion, change or modify such Asset Allocation RangesRanges from time to time, provided that (i) the Directors shall have no authority to change such Asset Allocation Ranges prior to the first anniversary of the Closing Date or, in any event, provide for a greater than 25% allocation, at the time of investment, to investments in which the Partnership does not have the right to redeem its investment on at least a quarterly basis after a lock-up period not to exceed one year after the date of investment (e.g., private equity, real estate, energy, etc., or a partnership or limited liability company in which an investor only has the right to receive proceeds from its investment upon the sale of an underlying investment or portfolio company) unless the approval of Limited Partners that collectively beneficially own sixty percent (60%) of the Interests is obtained and (ii) in the event that, after such first anniversary, the Directors so modify or change such Asset Allocation Ranges, the Partnership shall provide each Limited Partner with ninety (90) days' prior written notice of such change and the new Asset Allocation Ranges adopted by the Directors, which shall be put into effect not sooner than the first day of the first Fiscal Period following the expiration of ninety (90) days following the date on which such notice was given. (c) So long as the Adviser Investment Manager has been and continues to be authorized to provide Advice and Management pursuant to an Investment Advisory Agreement, it will have, subject to this Agreement and to any policies and restrictions described in the Memorandum or adopted from time to time by the Directors and communicated in writing to the Adviser Investment Manager (in each case, as more fully described in such Investment Advisory Agreement), full discretion and authority on behalf of and in the name of the Partnership (1) to manage the assets and liabilities of the Partnership, (2) to identify and evaluate Investment Managers Advisors, Advisor Funds and Investment Funds Advisor Accounts and to determine the assets of the Partnership to be committed to each Investment Manager Advisor, Advisor Account and Investment Advisor Fund from time to time (subject to the provisions of Section 3.5(c)(8) of this Agreement in the case of Subadvisers)time, in each case subject to the terms and conditions of the governing documents of each Investment Manager Advisor, Advisor Fund and Investment FundAdvisor Account, and (3) to invest directly the assets of the Partnership in investments pending allocation or reallocation of the assets in Investment Advisor Funds or Advisor Accounts or to ensure the availability of cash as required by the Partnership in the ordinary course of its business. In furtherance of, and subject to the provisions of this Section 3.5(c), the AdviserInvestment Manager, except as otherwise provided in the applicable Investment Advisory Agreement (and at all times subject to the provisions of the 1940 Act), will have full discretion and authority on behalf of and in the name of the Partnership: (1) to purchase, sell, exchange, trade and otherwise deal in and with Securities and other property of the Partnership, including, without limitation, interests in Investment FundsAdvisor Funds and Advisor Accounts, and to loan Securities of the Partnership; (2) to do any and all acts and exercise all rights with respect to the Partnership's interest as an investor in any Person, including, without limitation, the voting of limited partnership interests or shares of Investment FundsAdvisor Funds or relating to Advisor Accounts; (3) to enter into subscription or other agreements relating to investments in Investment Funds (subject to Section 3.5(c)(8) of this Agreement in the case of agreements with Subadvisers)Advisor Funds, including, without limitation, agreements irrevocably to forego the Partnership's right to vote its limited partnership (or similar) interests or shares of Investment Advisor Funds; (4) to negotiate the terms of and enter into agreements with Investment Managers Advisors and Investment Advisor Funds (subject to Section 3.5(c)(8) of this Agreement in the case of agreements with Subadvisers) that provide for, among other things, the payment of management fees, reimbursement of expenses and allocations of profits to Investment Managers Advisors and the indemnification by the Partnership of Investment Managers Advisors and Investment Advisor Funds to the same or different extent as provided for with respect to the AdviserInvestment Manager, and to amend, modify, terminate or grant waivers in respect of those 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 Partnership on those terms that the Adviser Investment Manager considers appropriate, and to grant limited discretionary authorization to brokers, dealers or other financial intermediaries with respect to price, time and other terms of investment and trading transactions, and to delegate any such authority to an Advisor; (6) to borrow from banks or other financial institutions and to pledge the assets of the Partnership as collateral for those borrowings, to trade on margin, to exercise or refrain from exercising all rights regarding the Partnership's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Partnership with respect to repurchases of Interests or portions of Interests and the payment of Partnership expenses, including those relating to the organization and registration of the Partnership; (7) subject to Section 3.5(c)(8) of this Agreement, to engage the services of Persons, including Affiliates of the AdviserInvestment Manager, to assist the Adviser Investment Manager in providing, or to provide under the AdviserInvestment Manager's control and supervision, Advice and Management to the Partnership at the expense of the Adviser Investment Manager and to amend, modify or terminate or grant waivers in respect of these services; (8) (A) to commit all or part of the Partnership's assets to the discretionary management of one or more Subadvisers, the selection of which will be subject to the approval of a majority (as defined in the 1000 Xxx) of the Partnership's outstanding voting securities, unless the Partnership receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to negotiate and enter into agreements with the Subadvisers that provide for, among other things, the indemnification by the Partnership of the Subadvisers to the same or different extent as provided for with respect to the Adviser, and to amend, modify, terminate or grant waivers in respect of those agreements (subject to the requirements of the 1940 Act and applicable law), and (C) to authorize the payment of fees, reimbursement of expenses and allocations of profits to Subadvisers in accordance with their respective governing documents; and (9) 8) subject to applicable law, to take all such other actions that the Adviser Investment Manager considers necessary or advisable in furtherance of its duties and powers under the applicable Investment Advisory Agreement. (d) The Adviser, to the extent of its powers set out in this Agreement or otherwise vested in it by action of the Directors not inconsistent with this Agreement, is an agent of the Partnership, and the actions of the Adviser taken or refrained from being taken in accordance with such powers will bind the Partnership.