Common use of AUTHORITY OF ADVISER Clause in Contracts

AUTHORITY OF ADVISER. (a) Under the supervision of the Board and pursuant to this Agreement and in accordance with the 1940 Act, the Adviser shall be responsible for: (i) the investment of substantially all the assets of the Fund, net of reserves maintained for reasonably anticipated expenses, into the Investment Funds and securities managed by Investment Managers, in accordance with the Prospectus and the Fund’s policies; (ii) the investment of the assets of the Fund in accordance with the terms of the Fund’s Prospectus, in Investment Funds that are organized in U.S. and non-U.S. jurisdictions and classified as corporations for U.S. federal income tax purposes to whom the assets of the Fund will be allocated, and in certain instances the Adviser shall engage sub-advisers for the management of a specified portion of the Fund’s assets, each an independent investment adviser (each, an “Underlying Adviser” and, collectively, the “Underlying Advisers”). (iii) the borrowing of money on a limited basis to achieve the Fund’s objectives; and (iv) the use of leverage for liquidity purposes. (b) The Adviser shall have full and absolute authority to cause the Fund to engage in transactions in securities provided, however, that such transactions shall at all times conform to and be in accordance with the requirements imposed by: (i) any provision of applicable law, including but not limited the 1940 Act and the requirements to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”); (ii) the provisions of the Fund’s LLC Agreement, as amended from time to time and any supplements delivered to the Adviser; and (iii) the provisions of the Fund’s Prospectus and any supplements delivered to the Adviser. (c) As necessary, the Adviser shall also be responsible for selecting brokers and dealers and for negotiating brokerage commissions and fees, and/or dealer charges or other transaction costs. (d) The Adviser shall have the power, under the supervision of the Board and in accordance with the 1940 Act, to carry out any and all of the purposes of the Fund (or described in the Fund’s Prospectus and any amendment or supplement thereto) and to perform all acts and enter into and perform all contracts and other undertakings which it may deem necessary, advisable, convenient, or incidental thereto including, without limitation, the power to: (i) open, maintain, and close bank, custodial, brokerage, and other accounts, to effect transactions in such accounts, and to pay or authorize the payment of such brokerage commissions as deemed appropriate by the Adviser to brokers who execute transactions for the account of the Fund and who may supply research or other services utilized by a Fund; (ii) perform any and all acts on behalf, and exercise all rights, of the Fund with respect to its interest in any person, firm, corporation, or other entity including, without limitation, the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters; (iii) direct the formulation and implementation of investment policies and strategies of the Fund; (iv) cause the Fund to invest, reinvest, and trade, in securities (including money market instruments); (v) to enter into, make, and perform any other contracts, agreements, or other undertakings it may deem advisable in acting as Adviser of the Fund; (vi) to act for the Fund in all other matters relating to its investment management duties; and (vii) authorize any officer, employee, or other agent of the Adviser, or agent or employee of the Fund, to act for and on behalf of the Fund in all matters incidental to the foregoing. (e) Under the supervision of the Board and in accordance with applicable law, the Adviser further agrees to provide, or arrange for the provision of and oversee the following administrative services to the Funds: (i) the determination and publication of the Fund’s net asset value in accordance with the Fund’s policy as adopted from time to time by the Board; (ii) the maintenance by the Fund’s administrator, custodian and/or transfer agent and dividend disbursing agent of certain books and records of the Funds as required under Rule 31a-1(b)(4) of the 1940 Act and maintain (or oversee maintenance by such other persons as are approved by the Board) such other books and records required by law or for the proper operation of the Funds; (iii) the preparation and filing of the Fund’s federal, state and local income tax returns and any other required tax returns; (iv) the payment of the Fund’s fees and expenses; (v) the preparation for review and approval by officers of the Fund, the financial information for the Fund’s financials and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to Shareholders, and arrange for the printing and dissemination of such reports and communications to Shareholders; (vi) the preparation for review by an officer of the Fund, the Fund’s periodic financial reports required to be filed with the SEC on Form N-SAR, Form N-CSR, Form N-PX, Form N-Q, and such other reports, forms and filings, as may be required by applicable law; (vii) the preparations of such reports relating to the business and affairs of the Fund as may be requested by the Board; (viii) the provision of reports and recommendations to the Board concerning the performance of the independent accountants as the Board may reasonably request or deem appropriate; (ix) the provision of reports and recommendations to the Board concerning the performance and fees of the Fund’s administrator, custodian and transfer agent and dividend disbursing agent as the Board may reasonably request or deem appropriate; (x) the review of the calculations of fees paid to the Fund’s service providers; (xi) the provision of necessary calculations as required under Section 18 of the 1940 Act; (xii) the consultation with the Fund’s officers, independent accountants, legal counsel, administrator, custodian, transfer agent, dividend disbursing agent and other service providers in establishing the accounting policies of such and monitor financial and Shareholder accounting services; (xiii) the determination of the amounts available for distribution as dividends and distributions to be paid by the Fund to its shareholders; (xiv) the preparation and arrangement for printing of dividend notices to Shareholders; (xv) the provision to the Fund’s dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions and to implement the Fund’s dividend reinvestment plan; (xvi) the preparation of such information and reports as may be required by any banks from which a Fund borrows funds; (xvii) the provision of such assistance to the administrator, custodian and the Fund’s counsel and auditors as generally may be required to properly carry on the business and operations of the Funds; (xviii) the response to Shareholders’ inquiries relating to the Fund or refer such inquiries to the Fund’s officers or service providers, as appropriate; (xix) to the extent such minimum amount restrictions may be reduced by a Board in accordance with the terms of the LLC Agreement, the waiver of any minimum amount restriction described in the LLC Agreements relating to initial or subsequent investments or ongoing minimum investment; provided, however, that the Adviser may not permit an initial investment in a Fund of less than $5,000; (xx) the approval of any transfer of Shares of the Fund in accordance with the limitations on transferability of Shares set forth in the LLC Agreement of the Fund; and the supervision of any other aspects of the Fund’s service providers, administrators and/or sub-advisers as may be required. (f) The Adviser may act for and on behalf of the Fund in all matters incidental to the foregoing.

AUTHORITY OF ADVISER. (a) Under the supervision of the Board and pursuant to this Agreement and in accordance with the 1940 Act, the Adviser shall be responsible for: (i) the investment of substantially all the assets of the Fund, net of reserves maintained for reasonably anticipated expenses, into the Investment Funds and securities managed by Investment Managers, in accordance with the Prospectus and the Fund’s policies; (ii) the investment of the assets of the Fund in accordance with the terms of the Fund’s Prospectus, in Investment Funds that are organized in U.S. and non-U.S. jurisdictions and classified as corporations for U.S. federal income tax purposes to whom the assets of the Fund will be allocated, and in certain instances the Adviser shall engage sub-advisers for the management of a specified portion of the Fund’s assets, each an independent investment adviser (each, an “Underlying Adviser” and, collectively, the “Underlying Advisers”). (iii) the borrowing of money on a limited basis to achieve the Fund’s objectives; and (iv) the use of leverage for liquidity purposes. (b) The Adviser shall have full and absolute authority to cause the Fund to engage in transactions in securities provided, however, that such transactions shall at all times conform to and be in accordance with the requirements imposed by: (i) any provision of applicable law, including but not limited the 1940 Act and the requirements to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”); (ii) the provisions of the Fund’s LLC Agreement, as amended from time to time and any supplements delivered to the Adviser; and (iii) the provisions of the Fund’s Prospectus and any supplements delivered to the Adviser. (c) As necessary, the Adviser shall also be responsible for selecting brokers and dealers and for negotiating brokerage commissions and fees, and/or dealer charges or other transaction costs. (d) The Adviser shall have the power, under the supervision of the Board and in accordance with the 1940 Act, to carry out any and all of the purposes of the Fund (or described in the Fund’s Prospectus and any amendment or supplement thereto) and to perform all acts and enter into and perform all contracts and other undertakings which it may deem necessary, advisable, convenient, or incidental thereto including, without limitation, the power to: (i) open, maintain, and close bank, custodial, brokerage, and other accounts, to effect transactions in such accounts, and to pay or authorize the payment of such brokerage commissions as deemed appropriate by the Adviser to brokers who execute transactions for the account of the Fund and who may supply research or other services utilized by a Fund; (ii) perform any and all acts on behalf, and exercise all rights, of the Fund with respect to its interest in any person, firm, corporation, or other entity including, without limitation, the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters; (iii) direct the formulation and implementation of investment policies and strategies of the Fund; (iv) cause the Fund to invest, reinvest, and trade, in securities (including money market instruments); (v) to enter into, make, and perform any other contracts, agreements, or other undertakings it may deem advisable in acting as Adviser of the Fund; (vi) to act for the Fund in all other matters relating to its investment management duties; and (vii) authorize any officer, employee, or other agent of the Adviser, or agent or employee of the Fund, to act for and on behalf of the Fund in all matters incidental to the foregoing. (e) Under the supervision of the Board and in accordance with applicable law, the Adviser further agrees to provide, or arrange for the provision of and oversee the following administrative services to the Funds: (i) the determination and publication of the Fund’s net asset value in accordance with the Fund’s policy as adopted from time to time by the Board; (ii) the maintenance by the Fund’s administrator, custodian and/or transfer agent and dividend disbursing agent of certain books and records of the Funds as required under Rule 31a-1(b)(4) of the 1940 Act and maintain (or oversee maintenance by such other persons as are approved by the Board) such other books and records required by law or for the proper operation of the Funds; (iii) the preparation and filing of the Fund’s federal, state and local income tax returns and any other required tax returns; (iv) the payment of the Fund’s fees and expenses; (v) the preparation for review and approval by officers of the Fund, the financial information for the Fund’s financials and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to Shareholders, and arrange for the printing and dissemination of such reports and communications to Shareholders; (vi) the preparation for review by an officer of the Fund, the Fund’s periodic financial reports required to be filed with the SEC on Form N-SAR, Form N-CSR, Form N-PX, Form N-Q, and such other reports, forms and filings, as may be required by applicable law; (vii) the preparations of such reports relating to the business and affairs of the Fund as may be requested by the Board; (viii) the provision of reports and recommendations to the Board concerning the performance of the independent accountants as the Board may reasonably request or deem appropriate; (ix) the provision of reports and recommendations to the Board concerning the performance and fees of the Fund’s administrator, custodian and transfer agent and dividend disbursing agent as the Board may reasonably request or deem appropriate; (x) the review of the calculations of fees paid to the Fund’s service providers; (xi) the provision of necessary calculations as required under Section 18 of the 1940 Act; (xii) the consultation with the Fund’s officers, independent accountants, legal counsel, administrator, custodian, transfer agent, dividend disbursing agent and other service providers in establishing the accounting policies of such and monitor financial and Shareholder accounting services; (xiii) the determination of the amounts available for distribution as dividends and distributions to be paid by the Fund to its shareholdersshare; (xiv) the preparation and arrangement for printing of dividend notices to Shareholders; (xv) the provision to the Fund’s dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions and to implement the Fund’s dividend reinvestment plan; (xvi) the preparation of such information and reports as may be required by any banks from which a Fund borrows funds; (xvii) the provision of such assistance to the administrator, custodian and the Fund’s counsel and auditors as generally may be required to properly carry on the business and operations of the Funds; (xviii) the response to Shareholders’ inquiries relating to the Fund or refer such inquiries to the Fund’s officers or service providers, as appropriate; (xix) to the extent such minimum amount restrictions may be reduced by a Board in accordance with the terms of the LLC Agreement, the waiver of any minimum amount restriction described in the LLC Agreements relating to initial or subsequent investments or ongoing minimum investment; provided, however, that the Adviser may not permit an initial investment in a Fund of less than $5,000; (xx) the approval of any transfer of Shares of the Fund in accordance with the limitations on transferability of Shares set forth in the LLC Agreement of the Fund; and the supervision of any other aspects of the Fund’s service providers, administrators and/or sub-advisers as may be required. (f) The Adviser may act for and on behalf of the Fund in all matters incidental to the foregoing.

AUTHORITY OF ADVISER. (a) Under the supervision of the Board and pursuant to this Agreement and in accordance with the 1940 Investment Company Act, the Adviser shall be responsible for: (i) the investment of substantially all the assets of the Fund, net of reserves maintained for reasonably anticipated expenses, into the Investment Funds and securities managed by Investment Managers, Fund in accordance with the Prospectus Fund’s prospectus and statement of additional information, each as amended from time to time (together, the “Prospectus”), and the Fund’s policies; (ii) the investment of a portion of the assets of the Fund Fund, if deemed appropriate by the Adviser and in accordance with the terms of the Fund’s Prospectus, in Investment Funds privately offered investment funds (“Private Funds”) that are organized in U.S. and non-U.S. jurisdictions and classified as corporations for U.S. federal income tax purposes to whom the assets of the Fund will be allocated, and in certain instances the Adviser shall engage sub-advisers for the management of a specified portion of the Fund’s assets, each an independent investment adviser (each, an “Underlying Adviser” and, collectively, the “Underlying Advisers”).jurisdictions; (iii) the delegation to one or more investment sub-advisers (“Sub-Advisers”) of any of the Adviser’s duties under this Agreement, including the management of all or a portion of the assets being managed, if deemed appropriate by the Adviser and subject to the prior approval of a majority of the trustees, including a majority of the trustees who are not “interested persons” (as defined in the Investment Company Act) of the Fund and, to the extent required by the Investment Company Act, subject to any applicable guidance, exemptive order or interpretation of the SEC or its staff, by the shareholders of the Fund; provided, however, that the Adviser will oversee the provision of delegated services and no delegation will relieve the Adviser of any of its obligations under this Agreement; (iv) facilitating the borrowing of money on a limited basis by the Fund to achieve the Fund’s objectives, meet repurchase requests, and for investment purposes; and (ivv) the use of leverage for liquidity purposesby the Fund in accordance with the Prospectus. The Adviser shall have full and absolute authority to exercise whatever powers the Fund may possess with respect to any of the assets of the Fund, including, but not limited to, the right to vote proxies, the power to exercise rights, options, warrants, conversion privileges and redemption privileges, and to tender securities pursuant to a tender offer. (b) The Adviser shall have full and absolute authority to cause the Fund to engage in transactions in securities securities; provided, however, that such transactions shall at all times conform to and be in accordance with the requirements imposed by: (i) any provision of applicable law, including but not limited to the 1940 Act Investment Company Act, any applicable SEC exemptive relief, no-action letters or other guidance, and the requirements to qualify as a regulated investment company under provisions of the Internal Revenue Code of 1986, as amended (the “Code”)) relating to regulated investment companies; (ii) the provisions of the Fund’s LLC AgreementDeclaration of Trust and Bylaws, as amended and supplemented from time to time and any supplements delivered to the Advisertime; and (iii) the provisions of the Fund’s Prospectus and any supplements delivered to the AdviserProspectus. (c) As necessary, the The Adviser shall also be responsible for selecting brokers and any brokers, dealers and/or third-party arrangers in the Adviser’s discretion and for negotiating brokerage commissions and fees, and/or dealer charges or and/or other similar transaction costscosts in connection therewith. (d) The Adviser shall have the power, under the supervision of the Board and in accordance with the 1940 Investment Company Act, with full power of delegation to any one or more permitted Sub-Advisers, to carry out any and all of the purposes of the Fund (or described Fund, in the Fund’s Prospectus name, place, and any amendment or supplement thereto) stead, and to perform all acts and enter into and perform all contracts and other undertakings which it may deem necessary, advisable, convenient, or incidental thereto including, without limitation, the power to: (i) open, maintain, and close bank, custodial, brokerage, and other accounts, to effect transactions in such accounts, and to pay or authorize the payment of such brokerage commissions as deemed appropriate by the Adviser to brokers and/or other third-party arrangers who execute transactions for the account of the Fund and who may supply research or other services utilized by a the Fund; (ii) perform any and all acts on behalf, and exercise all rights, of the Fund with respect to its interest in any person, firm, corporation, or other entity including, without limitation, the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters; (iii) direct the formulation and implementation of investment policies and strategies of the Fund; (iv) cause the Fund to invest, reinvest, and trade, in securities (including money market instruments)) and other investments; (v) to enter into, make, execute, deliver, and perform any other contracts, agreements, or other undertakings it may deem advisable in acting as Adviser of the Fund; (vi) to act for the Fund in all other matters relating to its investment management duties; and (vii) authorize any officer, employee, or other agent of the Adviser, or agent or employee of the Fund, to act for and on behalf of the Fund in all matters incidental to the foregoing. (e) Under the supervision of the Board and in accordance with applicable law, the Adviser further agrees to provide, or arrange for the provision of and oversee the following administrative services to the FundsFund: (i) the determination and publication of the Fund’s net asset value in accordance with the Fund’s policy as adopted from time to time by the Board; (ii) the maintenance by the Fund’s administrator, custodian and/or transfer agent and dividend disbursing agent of certain books and records of the Funds Fund as required under Rule 31a-1(b)(4) of 31a-1 and Rule 31a-2 under the 1940 Investment Company Act and maintain (or oversee maintenance by such other persons as are approved by the Board) such other books and records required by law or for the proper operation of the FundsFund; (iii) the preparation and filing of the Fund’s federal, state and local income tax returns and any other required tax returns; (iv) the payment of the Fund’s fees and expenses; (v) the preparation for review and approval by officers of the Fund, the financial information for the Fund’s financials and annual reports, proxy statements and other communications with shareholders of the Fund required or otherwise to be sent to Shareholdersshareholders, and arrange for the printing and dissemination of such reports and communications to Shareholdersshareholders; (vi) the preparation for review by an officer of the Fund, the Fund’s periodic financial reports required to be filed with the SEC on Form N-SARPORT, Form N-CEN, Form N-CSR, and Form N-PX, Form N-Q, and such other reports, forms and filings, as may be required by applicable law; (vii) the preparations of such reports relating to the business and affairs of the Fund as may be requested by the Board; (viii) the provision of reports and recommendations to the Board concerning the performance of the independent accountants as the Board may reasonably request or deem appropriate; (ix) the provision of reports and recommendations to the Board concerning the performance and fees of the Fund’s administrator, custodian and custodian, transfer agent and agent, dividend disbursing agent and other service providers as the Board may reasonably request or deem appropriate; (x) the review of the calculations of fees paid to the Fund’s service providers; (xi) the provision of necessary calculations as required under Section 18 of the 1940 Investment Company Act; (xii) the consultation with the Fund’s officers, independent accountants, legal counsel, administrator, custodian, transfer agent, dividend disbursing agent and other service providers in establishing the accounting policies of such the Fund and monitor monitoring financial and Shareholder shareholder accounting services; (xiii) the determination of the amounts available for distribution as dividends and distributions to be paid by the Fund to its shareholders; (xiv) the preparation and arrangement for printing of dividend notices and other communications to Shareholdersshareholders; (xv) the provision to the Fund’s dividend disbursing agent and custodian with such information as is required for such parties to effect affect the payment of dividends and distributions and to implement the Fund’s dividend reinvestment plan; (xvi) the preparation of such information and reports as may be required by any banks from which a the Fund borrows fundsmay borrow money; (xvii) the provision of such assistance to the administrator, custodian and the Fund’s counsel and auditors as generally may be required to properly carry on the business and operations of the FundsFund; (xviii) the response to Shareholdersshareholders’ inquiries relating to the Fund or refer such inquiries to the Fund’s officers or service providers, as appropriate; (xix) to the extent such minimum amount restrictions may be reduced by a Board in accordance with the terms of the LLC Agreement, the waiver of any minimum amount restriction described in the LLC Agreements investment restrictions relating to initial or subsequent investments or ongoing minimum investment; provided, however, that the Adviser may not permit an initial investment in a Fund of less than $5,000the Fund, as stipulated in the Prospectus; (xx) the approval of any transfer of Shares of the Fund in accordance with the limitations on transferability of Shares set forth in the LLC Agreement Declaration of Trust and the FundBylaws; and and (xxi) the supervision of any other aspects of the Fund’s service providers, administrators and/or subSub-advisers Advisers as may be required. (f) The Adviser may act for and on behalf of the Fund in all matters incidental to the foregoing.

AUTHORITY OF ADVISER. (a) Under the supervision of the Board and pursuant to this Agreement and in accordance with the 1940 Investment Company Act, the Adviser shall be responsible for: (i) the investment of substantially all the assets of the Fund, net of reserves maintained for reasonably anticipated expenses, into the Investment Funds and securities managed by Investment Managers, Fund in accordance with the Prospectus Fund’s prospectus and statement of additional information, each as amended from time to time (together, the “Prospectus”), and the Fund’s policies; (ii) the investment of a portion of the assets of the Fund, if deemed appropriate by the Adviser and in accordance with the Prospectus, in privately offered investment funds (“Private Funds”) that are organized in U.S. and non- U.S. jurisdictions; (iii) the delegation to one or more investment sub-advisers (“Sub-Advisers”) of any of the Adviser’s duties under this Agreement, including the management of all or a portion of the assets being managed, if deemed appropriate by the Adviser and subject to the prior approval of a majority of the trustees, including a majority of the trustees who are not “interested persons” (as defined in the Investment Company Act) of the Fund and, to the extent required by the Investment Company Act, subject to any applicable guidance, exemptive order or interpretation of the SEC or its staff, by the shareholders of the Fund; provided, however, that the Adviser will oversee the provision of delegated services and no delegation will relieve the Adviser of any of its obligations under this Agreement; (iv) facilitating the borrowing of money by the Fund to achieve the Fund’s objectives, meet repurchase requests, and for investment purposes; and (v) the use of leverage by the Fund in accordance with the terms Prospectus. The Adviser shall have full and absolute authority to exercise whatever powers the Fund may possess with respect to any of the Fund’s Prospectus, in Investment Funds that are organized in U.S. and non-U.S. jurisdictions and classified as corporations for U.S. federal income tax purposes to whom the assets of the Fund will be allocatedFund, including, but not limited to, the right to vote proxies, the power to exercise rights, options, warrants, conversion privileges and redemption privileges, and in certain instances the Adviser shall engage sub-advisers for the management of to tender securities pursuant to a specified portion of the Fund’s assets, each an independent investment adviser (each, an “Underlying Adviser” and, collectively, the “Underlying Advisers”). (iii) the borrowing of money on a limited basis to achieve the Fund’s objectives; and (iv) the use of leverage for liquidity purposestender offer. (b) The Adviser shall have full and absolute authority to cause the Fund to engage in transactions in securities securities; provided, however, that such transactions shall at all times conform to and be in accordance with the requirements imposed by: (i) any provision of applicable law, including but not limited to the 1940 Act Investment Company Act, any applicable SEC exemptive relief, no-action letters or other guidance, and the requirements to qualify as a regulated investment company under provisions of the Internal Revenue Code of 1986, as amended (the “Code”)) relating to regulated investment companies; (ii) the provisions of the Fund’s LLC AgreementDeclaration of Trust and Bylaws, as amended and supplemented from time to time and any supplements delivered to the Advisertime; and (iii) the provisions of the Fund’s Prospectus and any supplements delivered to the AdviserProspectus. (c) As necessary, the The Adviser shall also be responsible for selecting brokers and any brokers, dealers and/or third- party arrangers in the Adviser’s discretion and for negotiating brokerage commissions and fees, and/or dealer charges or and/or other similar transaction costscosts in connection therewith. (d) The Adviser shall have the power, under the supervision of the Board and in accordance with the 1940 Investment Company Act, with full power of delegation to any one or more permitted Sub-Advisers, to carry out any and all of the purposes of the Fund (or described Fund, in the Fund’s Prospectus name, place, and any amendment or supplement thereto) stead, and to perform all acts and enter into and perform all contracts and other undertakings which it may deem necessary, advisable, convenient, or incidental thereto including, without limitation, the power to: (i) open, maintain, and close bank, custodial, brokerage, and other accounts, to effect transactions in such accounts, and to pay or authorize the payment of such brokerage commissions as deemed appropriate by the Adviser to brokers and/or other third-party arrangers who execute transactions for the account of the Fund and who may supply research or other services utilized by a the Fund; (ii) perform any and all acts on behalf, and exercise all rights, of the Fund with respect to its interest in any person, firm, corporation, or other entity including, without limitation, the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters; (iii) direct the formulation and implementation of investment policies and strategies of the Fund; (iv) cause the Fund to invest, reinvest, and trade, in securities (including money market instruments)) and other investments; (v) to enter into, make, execute, deliver, and perform any other contracts, agreements, or other undertakings it may deem advisable in acting as Adviser of the Fund; (vi) to act for the Fund in all other matters relating to its investment management duties; and (vii) authorize any officer, employee, or other agent of the Adviser, or agent or employee of the Fund, to act for and on behalf of the Fund in all matters incidental to the foregoing. (e) Under the supervision of the Board and in accordance with applicable law, the Adviser further agrees to provide, or arrange for the provision of and oversee the following administrative services to the FundsFund: (i) the determination and publication of the Fund’s net asset value in accordance with the Fund’s policy as adopted from time to time by the Board; (ii) the maintenance by the Fund’s administrator, custodian and/or transfer agent and dividend disbursing agent of certain books and records of the Funds Fund as required under Rule 31a-1(b)(4) of 31a-1 and Rule 31a-2 under the 1940 Investment Company Act and maintain (or oversee maintenance by such other persons as are approved by the Board) such other books and records required by law or for the proper operation of the FundsFund; (iii) the preparation and filing of the Fund’s federal, state and local income tax returns and any other required tax returns; (iv) the payment of the Fund’s fees and expenses; (v) the preparation for review and approval by officers of the Fund, the financial information for the Fund’s financials and annual reports, proxy statements and other communications with shareholders of the Fund required or otherwise to be sent to Shareholdersshareholders, and arrange for the printing and dissemination of such reports and communications to Shareholdersshareholders; (vi) the preparation for review by an officer of the Fund, the Fund’s periodic financial reports required to be filed with the SEC on Form N-SARPORT, Form N-CEN, Form N-CSR, and Form N-PX, Form N-Q, and such other reports, forms and filings, as may be required by applicable law; (vii) the preparations of such reports relating to the business and affairs of the Fund as may be requested by the Board; (viii) the provision of reports and recommendations to the Board concerning the performance of the independent accountants as the Board may reasonably request or deem appropriate; (ix) the provision of reports and recommendations to the Board concerning the performance and fees of the Fund’s administrator, custodian and custodian, transfer agent and agent, dividend disbursing agent and other service providers as the Board may reasonably request or deem appropriate; (x) the review of the calculations of fees paid to the Fund’s service providers; (xi) the provision of necessary calculations as required under Section 18 of the 1940 Investment Company Act; (xii) the consultation with the Fund’s officers, independent accountants, legal counsel, administrator, custodian, transfer agent, dividend disbursing agent and other service providers in establishing the accounting policies of such the Fund and monitor monitoring financial and Shareholder shareholder accounting services; (xiii) the determination of the amounts available for distribution as dividends and distributions to be paid by the Fund to its shareholders; (xiv) the preparation and arrangement for printing of dividend notices and other communications to Shareholdersshareholders; (xv) the provision to the Fund’s dividend disbursing agent and custodian with such information as is required for such parties to effect affect the payment of dividends and distributions and to implement the Fund’s dividend reinvestment plan; (xvi) the preparation of such information and reports as may be required by any banks from which a the Fund borrows fundsmay borrow money; (xvii) the provision of such assistance to the administrator, custodian and the Fund’s counsel and auditors as generally may be required to properly carry on the business and operations of the FundsFund; (xviii) the response to Shareholdersshareholders’ inquiries relating to the Fund or refer such inquiries to the Fund’s officers or service providers, as appropriate; (xix) to the extent such minimum amount restrictions may be reduced by a Board in accordance with the terms of the LLC Agreement, the waiver of any minimum amount restriction described in the LLC Agreements investment restrictions relating to initial or subsequent investments or ongoing minimum investment; provided, however, that the Adviser may not permit an initial investment in a Fund of less than $5,000the Fund, as stipulated in the Prospectus; (xx) the approval of any transfer of Shares of the Fund in accordance with the limitations on transferability of Shares set forth in the LLC Agreement Declaration of Trust and the FundBylaws; and and (xxi) the supervision of any other aspects of the Fund’s service providers, administrators and/or subSub-advisers Advisers as may be required. (f) The Adviser may act for and on behalf of the Fund in all matters incidental to the foregoing.

AUTHORITY OF ADVISER. (a) Under the supervision of the Board and pursuant to this Agreement and in accordance with the 1940 Investment Company Act, the Adviser shall be responsible for: (i) the investment of substantially all the assets of the Fund, net of reserves maintained for reasonably anticipated expenses, into the Investment Funds and securities managed by Investment Managers, in accordance with the Prospectus and the Fund’s policies; (ii) the investment of the assets of the Fund in accordance with the terms of the Fund’s Prospectus, in Investment Funds that are organized in U.S. and non-U.S. jurisdictions and classified as corporations for U.S. federal income tax purposes to whom the assets of the Fund will be allocated, and in certain instances the Adviser shall engage sub-advisers for the management of a specified portion of the Fund’s assets, each an independent investment adviser (each, an a “Underlying Sub-Adviser” and, collectively, the “Underlying Sub-Advisers”). (iii) the borrowing of money on a limited basis to achieve the Fund’s objectives; and (iv) the use of leverage for liquidity purposes. (b) The Adviser shall have full and absolute authority to cause the Fund to engage in transactions in securities provided, however, that such transactions shall at all times conform to and be in accordance with the requirements imposed by: (i) any provision of applicable law, including but not limited the 1940 Investment Company Act and the requirements to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”); (ii) the provisions of the Fund’s LLC Agreement, as amended from time to time and any supplements delivered to the Adviser; and (iii) the provisions of the Fund’s Prospectus and any supplements delivered to the Adviser. (c) As necessary, the Adviser shall also be responsible for selecting brokers and dealers and for negotiating brokerage commissions and fees, and/or dealer charges or other transaction costs. (d) The Adviser shall have the power, under the supervision of the Board and in accordance with the 1940 Investment Company Act, to carry out any and all of the purposes of the Fund (or described in the Fund’s Prospectus and any amendment or supplement thereto) and to perform all acts and enter into and perform all contracts and other undertakings which it may deem necessary, advisable, convenient, or incidental thereto including, without limitation, the power to: (i) open, maintain, and close bank, custodial, brokerage, and other accounts, to effect transactions in such accounts, and to pay or authorize the payment of such brokerage commissions as deemed appropriate by the Adviser to brokers who execute transactions for the account of the Fund and who may supply research or other services utilized by a Fund; (ii) perform any and all acts on behalf, and exercise all rights, of the Fund with respect to its interest in any person, firm, corporation, or other entity including, without limitation, the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters; (iii) direct the formulation and implementation of investment policies and strategies of the Fund; (iv) cause the Fund to invest, reinvest, and trade, in securities (including money market instruments); (v) to enter into, make, and perform any other contracts, agreements, or other undertakings it may deem advisable in acting as Adviser of the Fund; (vi) to act for the Fund in all other matters relating to its investment management duties; and (vii) authorize any officer, employee, or other agent of the Adviser, or agent or employee of the Fund, to act for and on behalf of the Fund in all matters incidental to the foregoing. (e) Under the supervision of the Board and in accordance with applicable law, the Adviser further agrees to provide, or arrange for the provision of and oversee the following administrative services to the Funds: (i) the determination and publication of the Fund’s net asset value in accordance with the Fund’s policy as adopted from time to time by the Board; (ii) the maintenance by the Fund’s administrator, custodian and/or transfer agent and dividend disbursing agent of certain books and records of the Funds as required under Rule 31a-1(b)(4) of the 1940 Investment Company Act and maintain (or oversee maintenance by such other persons as are approved by the Board) such other books and records required by law or for the proper operation of the Funds; (iii) the preparation and filing of the Fund’s federal, state and local income tax returns and any other required tax returns; (iv) the payment of the Fund’s fees and expenses; (v) the preparation for review and approval by officers of the Fund, the financial information for the Fund’s financials and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to Shareholders, and arrange for the printing and dissemination of such reports and communications to Shareholders; (vi) the preparation for review by an officer of the Fund, the Fund’s periodic financial reports required to be filed with the SEC on Form N-SAR, Form N-CSR, Form N-PX, Form N-Q, and such other reports, forms and filings, as may be required by applicable law; (vii) the preparations of such reports relating to the business and affairs of the Fund as may be requested by the Board; (viii) the provision of reports and recommendations to the Board concerning the performance of the independent accountants as the Board may reasonably request or deem appropriate; (ix) the provision of reports and recommendations to the Board concerning the performance and fees of the Fund’s administrator, custodian and transfer agent and dividend disbursing agent as the Board may reasonably request or deem appropriate; (x) the review of the calculations of fees paid to the Fund’s service providers; (xi) the provision of necessary calculations as required under Section 18 of the 1940 Investment Company Act; (xii) the consultation with the Fund’s officers, independent accountants, legal counsel, administrator, custodian, transfer agent, dividend disbursing agent and other service providers in establishing the accounting policies of such and monitor financial and Shareholder accounting services; (xiii) the determination of the amounts available for distribution as dividends and distributions to be paid by the Fund to its shareholders; (xiv) the preparation and arrangement for printing of dividend notices to Shareholders; (xv) the provision to the Fund’s dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions and to implement the Fund’s dividend reinvestment plan; (xvi) the preparation of such information and reports as may be required by any banks from which a Fund borrows funds; (xvii) the provision of such assistance to the administrator, custodian and the Fund’s counsel and auditors as generally may be required to properly carry on the business and operations of the Funds; (xviii) the response to Shareholders’ inquiries relating to the Fund or refer such inquiries to the Fund’s officers or service providers, as appropriate; (xix) to the extent such minimum amount restrictions may be reduced by a Board in accordance with the terms of the LLC Agreement, the waiver of any minimum amount restriction described in the LLC Agreements relating to initial or subsequent investments or ongoing minimum investment; provided, however, that the Adviser may not permit an initial investment in a Fund of less than $5,000; (xx) the approval of any transfer of Shares of the Fund in accordance with the limitations on transferability of Shares set forth in the LLC Agreement of the Fund; and the supervision of any other aspects of the Fund’s service providers, administrators and/or sub-advisers as may be required. (f) The Adviser may act for and on behalf of the Fund in all matters incidental to the foregoing.

AUTHORITY OF ADVISER. (a) Under the supervision of the Board and pursuant to this Agreement and in accordance with the 1940 Act, the Adviser shall be responsible for: (i) the investment of substantially all the assets of the Fund, net of reserves maintained for reasonably anticipated expenses, into the Investment Funds and securities managed by Investment Managers, in accordance with the Prospectus and the Fund’s policies; (ii) the investment of the assets of the Fund in accordance with the terms of the Fund’s Prospectus, in Investment Funds entities that are organized in U.S. and non-U.S. jurisdictions and classified as corporations for U.S. federal income tax purposes to whom the assets of the Fund will be allocatedallocated (each, an “Underlying Fund” and, collectively, the “Underlying Funds”), and in certain instances the Adviser shall engage sub-advisers for the management of a specified portion of the Fund’s assetsthrough separately managed accounts, each managed by an independent investment adviser (each, an “Underlying Adviser” and, collectively, the “Underlying Advisers”). (iii) the borrowing of money on a limited basis to achieve the Fund’s objectives; and (iv) the use of leverage for liquidity purposes. (b) The Adviser shall have full and absolute authority to cause the Fund to engage in transactions in securities provided, however, that such transactions shall at all times conform to and be in accordance with the requirements imposed by: (i) any provision of applicable law, including but not limited the 1940 Act and the requirements to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”); (ii) the provisions of the Fund’s LLC Agreement, as amended from time to time and any supplements delivered to the Adviser; and (iii) the provisions of the Fund’s Prospectus and any supplements delivered to the Adviser. (c) As necessary, the Adviser shall also be responsible for selecting brokers and dealers and for negotiating brokerage commissions and fees, and/or dealer charges or other transaction costs. (d) The Adviser shall have the power, under the supervision of the Board and in accordance with the 1940 Act, to carry out any and all of the purposes of the Fund (or described in the Fund’s Prospectus and any amendment or supplement thereto) and to perform all acts and enter into and perform all contracts and other undertakings which it may deem necessary, advisable, convenient, or incidental thereto including, without limitation, the power to: (i) open, maintain, and close bank, custodial, brokerage, and other accounts, to effect transactions in such accounts, and to pay or authorize the payment of such brokerage commissions as deemed appropriate by the Adviser to brokers who execute transactions for the account of the Fund and who may supply research or other services utilized by a Fund; (ii) perform any and all acts on behalf, and exercise all rights, of the Fund with respect to its interest in any person, firm, corporation, or other entity including, without limitation, the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters; (iii) direct the formulation and implementation of investment policies and strategies of the Fund; (iv) cause the Fund to invest, reinvest, and trade, in securities (including money market instruments); (v) to enter into, make, and perform any other contracts, agreements, or other undertakings it may deem advisable in acting as Adviser of the Fund; (vi) to act for the Fund in all other matters relating to its investment management duties; and (vii) authorize any officer, employee, or other agent of the Adviser, or agent or employee of the Fund, to act for and on behalf of the Fund in all matters incidental to the foregoing. (e) Under the supervision of the Board and in accordance with applicable law, the Adviser further agrees to provide, or arrange for the provision of and oversee the following administrative services to the Funds: (i) the determination and publication of the Fund’s net asset value in accordance with the Fund’s policy as adopted from time to time by the Board; (ii) the maintenance by the Fund’s administrator, custodian and/or transfer agent and dividend disbursing agent of certain books and records of the Funds as required under Rule 31a-1(b)(4) of the 1940 Act and maintain (or oversee maintenance by such other persons as are approved by the Board) such other books and records required by law or for the proper operation of the Funds; (iii) the preparation and filing of the Fund’s federal, state and local income tax returns and any other required tax returns; (iv) the payment of the Fund’s fees and expenses; (v) the preparation for review and approval by officers of the Fund, the financial information for the Fund’s financials and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to Shareholders, and arrange for the printing and dissemination of such reports and communications to Shareholders; (vi) the preparation for review by an officer of the Fund, the Fund’s periodic financial reports required to be filed with the SEC on Form N-SAR, Form N-CSR, Form N-PX, Form N-Q, and such other reports, forms and filings, as may be required by applicable law; (vii) the preparations of such reports relating to the business and affairs of the Fund as may be requested by the Board; (viii) the provision of reports and recommendations to the Board concerning the performance of the independent accountants as the Board may reasonably request or deem appropriate; (ix) the provision of reports and recommendations to the Board concerning the performance and fees of the Fund’s administratorAdministrator, custodian Custodian and transfer agent Transfer Agent and dividend disbursing agent Dividend Disbursing Agent as the Board may reasonably request or deem appropriate; (x) the review of the calculations of fees paid to the Fund’s service providers; (xi) the provision of necessary calculations as required under Section 18 of the 1940 Act; (xii) the consultation with the Fund’s officers, independent accountants, legal counsel, administrator, custodian, transfer agent, dividend disbursing agent and other service providers in establishing the accounting policies of such and monitor financial and Shareholder accounting services; (xiii) the determination of the amounts available for distribution as dividends and distributions to be paid by the Fund to its shareholdersshare; (xiv) the preparation and arrangement for printing of dividend notices to Shareholders; (xv) the provision to the Fund’s dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions and to implement the Fund’s dividend reinvestment plan; (xvi) the preparation of such information and reports as may be required by any banks from which a Fund borrows funds; (xvii) the provision of such assistance to the administrator, custodian and the Fund’s counsel and auditors as generally may be required to properly carry on the business and operations of the Funds; (xviii) the response to Shareholders’ inquiries relating to the Fund or refer such inquiries to the Fund’s officers or service providers, as appropriate; (xix) to the extent such minimum amount restrictions may be reduced by a Board in accordance with the terms of the LLC Agreement, the waiver of any minimum amount restriction described in the LLC Agreements relating to initial or subsequent investments or ongoing minimum investment; provided, however, that the Adviser may not permit an initial investment in a Fund of less than $5,000; (xx) the approval of any transfer of Shares of the Fund in accordance with the limitations on transferability of Shares set forth in the LLC Agreement of the Fund; (xxi) the waiver of any Sales Charge (as defined in the LLC Agreements); and and (xxii) the supervision of any other aspects of the Fund’s service providers, administrators and/or sub-advisers as may be required. (f) The Adviser may act for and on behalf of the Fund in all matters incidental to the foregoing.

AUTHORITY OF ADVISER. (a) Under the supervision of the Board and pursuant to this Agreement and in accordance with the 1940 Act, the Adviser shall be responsible for: (i) the investment of substantially all the assets of the Fund, net of reserves maintained for reasonably anticipated expenses, into the Investment Funds and securities managed by Investment Managers, in accordance with the Prospectus and the Fund’s policies; (ii) the investment of the assets of the Fund in accordance with the terms of the Fund’s Prospectus, in Investment Funds that are organized in U.S. and non-U.S. jurisdictions and classified as corporations for U.S. federal income tax purposes to whom the assets of the Fund will be allocated, and in certain instances the Adviser shall engage sub-advisers for the management of a specified portion of the Fund’s assets, each an eachan independent investment adviser (each, an “Underlying Adviser” and, collectively, the “Underlying Advisers”). (iii) the borrowing of money on a limited basis to achieve the Fund’s objectives; and (iv) the use of leverage for liquidity purposes. (b) The Adviser shall have full and absolute authority to cause the Fund to engage in transactions in securities provided, however, that such transactions shall at all times conform to and be in accordance with the requirements imposed by: (i) any provision of applicable law, including but not limited the 1940 Act and the requirements to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”); (ii) the provisions of the Fund’s LLC Agreement, as amended from time to time and any supplements delivered to the Adviser; and (iii) the provisions of the Fund’s Prospectus and any supplements delivered to the Adviser. (c) As necessary, the Adviser shall also be responsible for selecting brokers and dealers and for negotiating brokerage commissions and fees, and/or dealer charges or other transaction costs. (d) The Adviser shall have the power, under the supervision of the Board and in accordance with the 1940 Act, to carry out any and all of the purposes of the Fund (or described in the Fund’s Prospectus and any amendment or supplement thereto) and to perform all acts and enter into and perform all contracts and other undertakings which it may deem necessary, advisable, convenient, or incidental thereto including, without limitation, the power to: (i) open, maintain, and close bank, custodial, brokerage, and other accounts, to effect transactions in such accounts, and to pay or authorize the payment of such brokerage commissions as deemed appropriate by the Adviser to brokers who execute transactions for the account of the Fund and who may supply research or other services utilized by a Fund; (ii) perform any and all acts on behalf, and exercise all rights, of the Fund with respect to its interest in any person, firm, corporation, or other entity including, without limitation, the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters; (iii) direct the formulation and implementation of investment policies and strategies of the Fund; (iv) cause the Fund to invest, reinvest, and trade, in securities (including money market instruments); (v) to enter into, make, and perform any other contracts, agreements, or other undertakings it may deem advisable in acting as Adviser of the Fund; (vi) to act for the Fund in all other matters relating to its investment management duties; and (vii) authorize any officer, employee, or other agent of the Adviser, or agent or employee of the Fund, to act for and on behalf of the Fund in all matters incidental to the foregoing. (e) Under the supervision of the Board and in accordance with applicable law, the Adviser further agrees to provide, or arrange for the provision of and oversee the following administrative services to the Funds: (i) the determination and publication of the Fund’s net asset value in accordance with the Fund’s policy as adopted from time to time by the Board; (ii) the maintenance by the Fund’s administrator, custodian and/or transfer agent and dividend disbursing agent of certain books and records of the Funds as required under Rule 31a-1(b)(4) of the 1940 Act and maintain (or oversee maintenance by such other persons as are approved by the Board) such other books and records required by law or for the proper operation of the Funds; (iii) the preparation and filing of the Fund’s federal, state and local income tax returns and any other required tax returns; (iv) the payment of the Fund’s fees and expenses; (v) the preparation for review and approval by officers of the Fund, the financial information for the Fund’s financials and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to Shareholders, and arrange for the printing and dissemination of such reports and communications to Shareholders; (vi) the preparation for review by an officer of the Fund, the Fund’s periodic financial reports required to be filed with the SEC on Form N-SAR, Form N-CSR, Form N-PX, Form N-Q, and such other reports, forms and filings, as may be required by applicable law; (vii) the preparations of such reports relating to the business and affairs of the Fund as may be requested by the Board; (viii) the provision of reports and recommendations to the Board concerning the performance of the independent accountants as the Board may reasonably request or deem appropriate; (ix) the provision of reports and recommendations to the Board concerning the performance and fees of the Fund’s administrator, custodian and transfer agent and dividend disbursing agent as the Board may reasonably request or deem appropriate; (x) the review of the calculations of fees paid to the Fund’s service providers; (xi) the provision of necessary calculations as required under Section 18 of the 1940 Act; (xii) the consultation with the Fund’s officers, independent accountants, legal counsel, administrator, custodian, transfer agent, dividend disbursing agent and other service providers in establishing the accounting policies of such and monitor financial and Shareholder accounting services; (xiii) the determination of the amounts available for distribution as dividends and distributions to be paid by the Fund to its shareholdersshare; (xiv) the preparation and arrangement for printing of dividend notices to Shareholders; (xv) the provision to the Fund’s dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions and to implement the Fund’s dividend reinvestment plan; (xvi) the preparation of such information and reports as may be required by any banks from which a Fund borrows funds; (xvii) the provision of such assistance to the administrator, custodian and the Fund’s counsel and auditors as generally may be required to properly carry on the business and operations of the Funds; (xviii) the response to Shareholders’ inquiries relating to the Fund or refer such inquiries to the Fund’s officers or service providers, as appropriate; (xix) to the extent such minimum amount restrictions may be reduced by a Board in accordance with the terms of the LLC Agreement, the waiver of any minimum amount restriction described in the LLC Agreements relating to initial or subsequent investments or ongoing minimum investment; provided, however, that the Adviser may not permit an initial investment in a Fund of less than $5,000; (xx) the approval of any transfer of Shares of the Fund in accordance with the limitations on transferability of Shares set forth in the LLC Agreement of the Fund; and the supervision of any other aspects of the Fund’s service providers, administrators and/or sub-advisers as may be required. (f) The Adviser may act for and on behalf of the Fund in all matters incidental to the foregoing.

AUTHORITY OF ADVISER. (a) Under the supervision of the Board and pursuant to this Agreement and in accordance with the 1940 Investment Company Act, the Adviser shall be responsible for: (i) allocating the investment of Fund’s capital to certain real asset strategies: investing in global infrastructure, timberland and agriculture/farmland (“Real Asset Related Investments”); (ii) investing substantially all the assets of the Fund’s assets, net of reserves maintained for reasonably anticipated expenses, into in a select group of continuously offered institutional funds and, to a limited extent, institutional funds that are not continuously offered, but have and a targeted life or term (the continuously offered funds and funds with a targeted life or term are together defined as the “Institutional Investment Funds Funds”), as well as a diversified set of public and private securities managed by Investment Managersrelating to the three real asset classes described above (the “Real Asset Securities”) and a wholly-owned and controlled subsidiary of the Fund, which will be a real estate investment fund (the “Subsidiary”), that will be directly co-investing in Real Asset Related Investments, in accordance with the Prospectus and the Fund’s policies; (iiiii) the investment of the assets of the Fund in accordance with the terms of the Fund’s Prospectus, in Institutional Investment Funds that are organized in U.S. and non-U.S. jurisdictions and classified as corporations for U.S. federal income tax purposes to whom the assets of the Fund will be allocatedallocated for investment in Real Asset Securities, and in certain instances the Adviser shall engage sub-advisers for the management of a specified portion of the Fund’s assets, each an independent investment adviser (each, an “Underlying Adviser” and, collectively, the “Underlying Advisers”).; (iiiiv) the borrowing of money on a limited basis to achieve the Fund’s objectives; and (ivv) the use of leverage for liquidity purposes. (b) The Adviser shall have full and absolute authority to cause the Fund to engage in transactions in securities securities; provided, however, that such transactions shall at all times conform to and be in accordance with the requirements imposed by: (i) any provision of applicable lawLaw (as defined in Section 7(c)(i) hereof), including but not limited to the 1940 Investment Company Act and the requirements to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”); (ii) the provisions of the Fund’s LLC Agreement, as amended from time to time and any supplements Agreement delivered to the Adviser; and (iii) the provisions of the Fund’s Prospectus and any supplements delivered to the Adviser. (c) As necessary, the Adviser shall also be responsible for selecting brokers and dealers and for negotiating brokerage commissions and fees, and/or dealer charges or other transaction costs. (d) The Adviser shall have the power, under the supervision of the Board and in accordance with the 1940 Investment Company Act, to carry out any and all of the purposes of the Fund (or described in the Fund’s Prospectus and any amendment or supplement theretoProspectus) and to perform all acts and enter into and perform all contracts and other undertakings which it may deem necessary, advisable, convenient, convenient or incidental thereto including, without limitation, the power to: (i) open, maintain, and close bank, custodial, brokerage, and other accounts, to effect transactions in such accounts, and to pay or authorize the payment of such brokerage commissions as deemed appropriate by the Adviser to brokers who execute transactions for the account of the Fund and who may supply research or other services utilized by a the Fund; (ii) perform any and all acts on behalf, and exercise all rights, of the Fund with respect to its interest in any person, firm, corporation, or other entity including, without limitation, the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters; (iii) direct the formulation and implementation of investment policies and strategies of the Fund; (iv) cause the Fund to invest, reinvest, and trade, in securities (including money market instruments); (v) to enter into, make, and perform any other contracts, agreements, or other undertakings it may deem advisable in acting as Adviser of the Fund; (vi) to act for the Fund in all other matters relating to its investment management duties; and (vii) authorize any officer, employee, or other agent of the Adviser, or agent or employee of the Fund, to act for and on behalf of the Fund in all matters incidental to the foregoing. (e) Under the supervision of the Board and in accordance with applicable lawLaw (as defined in Section 7(c)(i) hereof), the Adviser further agrees to provide, or arrange for the provision of and oversee oversee, the following administrative services to the FundsFund: (i) the determination and publication of the Fund’s net asset value in accordance with the Fund’s policy as adopted from time to time by the Board; (ii) the maintenance by the Fund’s administrator, custodian and/or transfer agent and dividend disbursing agent of certain books and records of the Funds Fund as required under by Rule 31a-1(b)(4) of under the 1940 Investment Company Act and maintain (or oversee maintenance by such other persons as are approved by the Board) of such other books and records required by law applicable Law (as defined in Section 7(c)(i) hereof) or for the proper operation of the FundsFund; (iii) the preparation and filing of the Fund’s federal, state and local income tax returns and any other required tax returns; (iv) the payment of the Fund’s fees and expenses; (v) the preparation preparation, for review and approval by officers of the Fund, of the financial information for the Fund’s financials consolidated financial statements and annual reports, proxy statements and other communications with shareholders Shareholders required or otherwise to be sent to Shareholders, and arrange the arrangement for the printing and dissemination of such reports and communications to Shareholders; (vi) the preparation preparation, for review by an officer (an) officer(s) of the Fund, of the Fund’s periodic financial reports required to be filed with the SEC on Form N-SAR, Form N-CSR, Form N-PX, Form N-Q, and such other reports, forms and filings, as may be required by applicable lawLaw (as defined in Section 7(c)(i) hereof); (vii) the preparations preparation of such certain reports relating to the business and affairs of the Fund as may be requested by the Board; (viii) the provision of certain reports and recommendations to the Board concerning the performance of the Fund’s independent accountants accountants, as the Board may reasonably request or deem appropriate; (ix) the provision of certain reports and recommendations to the Board concerning the performance and fees of the Fund’s administrator, custodian and transfer agent and dividend disbursing agent agent, as the Board may reasonably request or deem appropriate; (x) the review of the calculations of fees paid to the Fund’s service providers; (xi) the provision of necessary calculations as required under Section 18 of the 1940 Investment Company Act; (xii) the consultation with the Fund’s officers, independent accountants, legal counsel, administrator, custodian, transfer agent, dividend disbursing agent and other service providers in establishing the Fund’s accounting policies of such and monitor monitoring the Fund’s financial and Shareholder accounting services; (xiii) the determination of the amounts available for distribution as dividends and distributions to be paid by the Fund to its shareholdersShareholders; (xiv) the preparation and arrangement for printing of dividend notices to Shareholders; (xv) the provision to the Fund’s dividend disbursing agent and custodian with such information as is required for such parties to effect the payment and distributions of dividends and distributions and to implement the Fund’s dividend reinvestment plan; (xvi) the preparation of such information and reports as may be required by any banks from which a the Fund borrows intends to borrow or is borrowing funds; (xvii) the provision of such assistance to the administrator, custodian and the Fund’s counsel and auditors as generally may be required to properly carry on the business and operations of the FundsFund; (xviii) the response to Shareholders’ inquiries relating to the Fund or refer reference of such inquiries to the Fund’s officers or service providers, as appropriate; (xix) to the extent such minimum amount restrictions may be reduced by a the Board in accordance with the terms of the LLC Agreement, the waiver of any minimum amount restriction described in the LLC Agreements Agreement relating to initial or subsequent investments or ongoing minimum investmentinvestments; provided, however, that the Adviser may not permit an initial investment in a the Fund of less than $5,000; (xx) the approval of any transfer of Shares of the Fund in accordance with the limitations on transferability of Shares set forth in the LLC Agreement and the policies of the Fund; and and (xxi) the supervision of any other aspects of the Fund’s service providers, administrators and/or sub-advisers and/orthe Underlying Advisers as may be required. (f) The Adviser may act for and on behalf of the Fund in all matters incidental to the foregoing.