Common use of Authority of, Obligations of and Services to be Provided by the Adviser Clause in Contracts

Authority of, Obligations of and Services to be Provided by the Adviser. Subject to the supervision of the Board, the Adviser is hereby granted the following authority and undertakes to provide the following services and to assume the following obligations: a. The Adviser shall formulate and implement a continuous investment program for the portfolio assets of the Fund, including determining what portion of such assets will be invested or held uninvested in cash, and subject to and in accordance with (i) the investment objective and policies of the Fund set forth in the Fund’s Agreement and Declaration of Trust, as amended, By-Laws and registration statement (“Registration Statement”) as from time to time in effect (collectively, the “Governing Documents”); (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations thereunder; and (iii) any written instructions which the Board may issue from time to time. The Adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Board as from time to time in effect and communicated to the Adviser (the “Procedures”). The Fund has provided to the Adviser copies of all current Governing Documents and current Procedures and shall provide to the Adviser any amendments or supplements thereto. The Fund will provide reasonable advance notice to the Adviser of any changes to the Governing Documents or the Procedures and provide a reasonable time period for the Adviser to comply with any such changes to the Governing Documents or the Procedures. The Fund shall timely furnish the Adviser with such additional information as may be reasonably necessary for or reasonably requested by the Adviser to perform its responsibilities pursuant to this Agreement. The Adviser shall render such reports to the Board and the Fund as it may reasonably request concerning the investment activities of the Fund, including, without limitation, reporting promptly all information necessary for the Fund to comply with the Fund’s proxy voting disclosure regulatory requirements. The Adviser shall vote proxies and make other voting and consent determinations with respect to the Fund’s investments in collective investment vehicles and other issuers. b. The Adviser shall take whatever steps necessary to implement the Fund’s investment program, including (i) researching, identifying, monitoring and evaluating potential collective investment vehicles and other investments and transactions (collectively, “Potential Investments”) to utilize in the management of the Fund’s assets; (ii) monitoring, evaluating and meeting with investment managers that manage any of the collective investment vehicles or other investments in which the Fund is invested; (iii) assessing the performance of the Fund’s investments; and (iv) negotiating side letters and assisting in the evaluation and execution of subscription documentation. The Adviser will be responsible for executing subscription agreements, withdrawal requests and related documents with regard to Potential Investments and existing investments of the Fund, and causing funds to be invested and withdrawn, as applicable, in connection therewith. The Fund and the Adviser shall timely provide to each other all information and documentation that the parties mutually agree are necessary or appropriate for the Adviser or the Fund, as applicable, to fulfill its obligations under this Agreement. c. The Adviser shall be responsible for regular monitoring of the investment activities and portfolio holdings associated with the portfolio assets of the Fund to ensure compliance with the Governing Documents, Procedures and applicable law. The Adviser shall also be responsible for certain compliance matters (y) as agreed to by the parties hereto and as further described in compliance memoranda provided by the Fund’s Chief Compliance Officer to the Adviser; and/or (z) as set forth in Procedures. The Adviser shall regularly monitor the investment activities and portfolio holdings of the Fund so that the Adviser can meet its compliance and legal obligations in connection with the services being provided hereunder. For the avoidance of doubt, design, implementation and overall maintenance of the Fund’s compliance program as contemplated by Rule 38a- 1 under the 1940 Act is the responsibility of the Fund and the Fund’s Chief Compliance Officer. d. To the extent provided in the Fund’s Registration Statement, as such Registration Statement may be amended from time to time, the Adviser shall, in the name of the Fund, be responsible for placing orders for the execution of portfolio transactions when applicable with or through such brokers, dealers or other financial institutions as the Adviser may reasonably select, including affiliates of the Adviser. The Adviser will establish and maintain such brokerage and other accounts for the Fund as the Adviser deems advisable to allow for the purchase or sale of various forms of securities and other financial instruments pursuant to this Agreement. The Adviser shall use its best efforts to obtain the most favorable price and execution on all portfolio transactions executed on behalf of the Fund, provided that, so long as the Adviser has complied with Section 28(e) of the Securities Exchange Act of 1934 and the Procedures, the Adviser may cause the Fund to pay a commission on a transaction in excess of the amount of commission another broker-dealer would have charged. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Adviser, the Adviser may aggregate the securities to be so purchased or sold with other orders for other clients of the Adviser. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Adviser consistent with the Procedures and in the manner it, in its sole discretion, considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. e. The Adviser (i) shall maintain such books and records with respect to the Fund as are required by law, including without limitation the Advisers Act, and the rules and regulations thereunder, and to the extent mutually agreed by the parties under the 1940 Act and the rules and regulations thereunder; (ii) shall render to the Board such periodic and special reports that the Board may reasonably request; (iii) shall meet with any persons at the reasonable request of the Fund or the Board for the purpose of reviewing the Adviser’s performance under this Agreement at reasonable times and upon reasonable advance written notice; and (iv) shall provide determinations in accordance with the Governing Documents, Procedures and applicable law of the fair value of securities held by the Fund. The Adviser will provide promptly to the Fund, at the Fund’s cost and expense, a copy of any such records upon the Fund’s request and shall make all such books and records available for inspection and use by the Securities and Exchange Commission (“SEC”) or the Fund at all reasonable times. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act. For the avoidance of doubt, maintenance of the Fund’s general books, records and accounts, and related shareholder information and net asset value calculations, is the responsibility of the Fund and its administrative, transfer agency and custody agents. The Adviser shall not have any responsibility for the supervision or oversight of such parties. On each business day, the Adviser shall provide to the Fund’s custodian and the Fund’s administrator information relating to all transactions concerning the Fund’s assets, to the extent such information is not otherwise available to such persons. f. The Adviser shall bear its expenses of providing services pursuant to this Agreement. g. The Adviser shall timely provide to the Fund all information and documentation it may reasonably request as necessary or appropriate in connection with the compliance by the Fund with the requirements of any applicable law, including, without limitation, (i) information and commentary for the Fund’s annual and semi- annual reports, in a form agreed upon by the Adviser and the Fund, including a discussion of the factors that, in the view of the Adviser, materially affected the performance of the Fund, including the relevant market conditions and the investment techniques and strategies used; (ii) certifications, in a form agreed upon by the Fund and the Adviser, related to the Adviser’s management of the Fund in order to support (A) the Fund’s filings on Form N-CSR, Form N-Q, Form N-PORT and other applicable forms, and (B) the related certifications of the Fund’s Principal Executive Officer and Principal Financial Officer under Rule 30a-2 under the 1940 Act; (iii) a quarterly certification with respect to compliance matters related to the Adviser, in a form agreed upon by the Adviser and the Fund; and (iv) an annual certification from the Adviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Adviser’s compliance program, in a form agreed upon by the Adviser and the Fund. h. The Adviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, the Adviser maintains an appropriate Code of Ethics and related reporting procedures. i. The Adviser shall review and comment upon offering documents and ancillary sales and marketing materials prepared by the Fund, and participate, at the reasonable request of the Fund and as mutually agreed to by the Adviser, in educational meetings with placement agents and other intermediaries about portfolio management and investment-related matters of the Fund. j. In fulfilling its obligations to manage the investments of the Fund, the Adviser will furnish, at its expense: (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully; and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding any such services that are the subject of a separate agreement as may from time to time be in effect between the Fund and the Adviser or another party). k. The Adviser shall furnish to the Fund the following:

Authority of, Obligations of and Services to be Provided by the Adviser. Subject to the supervision of the Board, the The Adviser is hereby granted the following authority and undertakes to provide the following services and to assume the following obligations: a. Subject to the general supervision of the Board and the terms of this Agreement, the Adviser may, except as noted below, select and contract with one or more investment sub-advisers (“Sub-advisers”) to manage the investments and determine the composition of the assets of the Fund; provided, that any contract with a Sub-adviser (a “Sub- advisory Agreement”) shall be in compliance with and approved as required by the Investment Company Act of 1940, as amended (the “1940 Act”), except for such exemptions therefrom as may be granted to the Fund or the Adviser. Subject always to the direction and control of Board, the Adviser will monitor the - management of the Fund’s investment operations in accordance with the investment objectives and related investment policies, as set forth in the Fund’s registration statement with the Securities and Exchange Commission, and review and report to the Board on the performance of such Sub-adviser. b. The Adviser shall formulate and implement a continuous investment program for the portfolio assets of the Fund, including determining what portion of such assets will be invested or held uninvested in cash, and subject to and in accordance with (i) the investment objective and policies of the Fund set forth in the Fund’s Agreement and Declaration of TrustLimited Liability Company Agreement, as amended, By-Laws and registration statement (“Registration Statement”) as from time to time in effect (collectively, the “Governing Documents”); (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the Investment Company 1940 Act of 1940, as amended (the “1940 Act”), and the rules and regulations thereunder; and (iii) any written instructions which the Board may issue from time to time. The Adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Board as from time to time in effect and communicated in writing to the Adviser (the “Procedures”). The Fund has provided to the Adviser copies of all current Governing Documents and current Procedures and shall promptly provide to the Adviser any amendments or supplements thereto. The Fund will shall provide reasonable advance notice to the Adviser of any changes to the Governing Documents or the Procedures and provide a reasonable time period for the Adviser to comply with any such changes to the Governing Documents or the Procedures. The Fund shall timely furnish the Adviser with such additional information as may be reasonably necessary for or reasonably requested by the Adviser to perform its responsibilities pursuant to this Agreement. The Adviser shall render such reports to the Board and the Fund as it may reasonably request concerning the investment activities of the Fund, including, without limitation, reporting promptly all information necessary for the Fund to comply with the Fund’s proxy voting disclosure regulatory requirements. The Adviser shall vote proxies and make other voting and consent determinations with respect to the Fund’s investments in collective investment vehicles and other issuersissuers or will delegate such authority to a Sub-adviser. b. c. The Adviser shall take whatever steps it in its sole discretion deems necessary or appropriate to implement the Fund’s investment program, including without limitation (i) researching, identifying, monitoring and evaluating potential collective investment vehicles and other investments and transactions (collectively, “Potential Investments”) to utilize in the management of the Fund’s assets; (ii) monitoring, evaluating and meeting with investment managers that manage any of the collective investment vehicles or other investments in which the Fund is invested; (iii) assessing the performance of the Fund’s investments; and (iv) negotiating side letters letters; and assisting in (v) executing or arranging for the evaluation and execution of subscription documentation. The Adviser will be responsible for executing subscription agreements, withdrawal requests and related documents with regard to collective investment vehicles that are either Potential Investments and or existing investments of the Fund, and causing funds to be invested and withdrawn, as applicable, in connection therewith. The Fund and the Adviser shall timely provide to each other all information and documentation that the parties mutually agree are necessary or appropriate for the Adviser or the Fund, as applicable, to fulfill its obligations under this Agreement. In addition, the Adviser agrees to timely provide to the Fund’s independent accountants the information and documentation in its possession or that it can obtain without undue burden that the Fund’s independent accountants may reasonably require to fulfill their obligations to the Fund. c. d. The Adviser shall be responsible for regular monitoring of the investment activities and portfolio holdings associated with the portfolio assets of the Fund to ensure compliance with the Governing Documents, Procedures and applicable law. The Adviser shall also be responsible for certain compliance matters (y) as agreed to by the parties hereto and as further described in compliance memoranda provided by the Fund’s Chief Compliance Officer to the Adviser; and/or (z) as set forth in Procedures. The Adviser shall regularly monitor the investment activities and portfolio holdings of the Fund so that the Adviser can meet its compliance and legal obligations in connection with the services being provided hereunder. For the avoidance of doubt, design, implementation and overall maintenance of the Fund’s compliance program as contemplated by Rule 38a- 1 under the 1940 Act is the responsibility of the Fund and the Fund’s Chief Compliance Officer. d. e. To the extent provided in the Fund’s Registration Statement, as such Registration Statement may be amended from time to timetime and in accordance with the Procedures and practices as may be adopted by the Board, the Adviser shall, in the name of the Fund, be responsible for placing orders for the execution of portfolio transactions when applicable applicable, including with respect to any securities directly held by the Fund or transactions entered into directly by the Fund, with or through such brokers, dealers or other financial institutions as the Adviser may reasonably select, including affiliates of the Adviser. The Adviser will establish and maintain such brokerage and other accounts for the Fund as the Adviser deems advisable to allow for the purchase or sale of various forms of securities and other financial instruments pursuant to this Agreement. The Adviser shall use its best commercially reasonable efforts to obtain the most favorable price and execution on all portfolio transactions executed on behalf of the Fund, provided that, so long as the Adviser has complied with Section 28(e) of the Securities Exchange Act of 1934 and the Procedures, the Adviser may cause the Fund to pay a commission on a transaction in excess of the amount of commission another broker-dealer would have charged. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Adviser, the Adviser may aggregate the securities to be so purchased or sold with other orders for other clients of the Adviser. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Adviser consistent with the Procedures and in the manner it, it in its sole discretion, discretion considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. e. f. The Adviser (i) shall maintain such books and records with respect to the Fund as are required by law, including without limitation the Advisers Act, and the rules and regulations thereunder, and and, to the extent mutually agreed upon in writing by the parties under hereto, the 1940 Act and the rules and regulations thereunder; (ii) shall render to the Board such periodic and special reports that as the Board may reasonably request; (iii) shall meet with any persons at the reasonable request of the Fund Board or the Board Fund for the purpose of reviewing the Adviser’s performance under this Agreement at reasonable times and upon reasonable advance written notice; and (iv) shall provide determinations determine the fair value of securities held by the Fund in accordance with the Governing Documents, Procedures and applicable law of the fair value of securities held by the Fundlaw. The Adviser will promptly provide promptly to the Fund, at the Fund’s cost and expense, a copy of any of such records upon the Fund’s request and shall make all such books and records available for inspection and use by the Securities and Exchange Commission (“SEC”) or the Fund at all reasonable times. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act. For At the avoidance close of doubt, maintenance of the Fund’s general books, records and accounts, and related shareholder information and net asset value calculations, is the responsibility of the Fund and its administrative, transfer agency and custody agents. The Adviser shall not have any responsibility for the supervision or oversight of such parties. On each business day, the Adviser shall provide to the Fund’s custodian and the Fund’s administrator information relating to all transactions concerning the Fund’s assets, to the extent such information is not otherwise available to such persons. f. g. The Adviser shall bear its expenses of providing services pursuant to this Agreement. g. h. The Adviser shall timely provide to the Fund all information and documentation it may reasonably request as necessary or appropriate in connection with the compliance by the Fund with the requirements of any applicable law, including, without limitation, law as follows: (i) for the sole purpose of the Fund’s verification of the due diligence processes undertaken by the Adviser in connection with Potential Investments or existing investments, materials collected or used by the Adviser in the performance of its due diligence on Potential Investments or existing investments, which the Adviser may redact in its sole discretion, including without limitation with respect to any of its proprietary analysis contained therein or with respect to records related to any background checks contained therein; provided, however, that the Fund will be provided with access to such materials only at the Adviser’s offices or other location mutually agreeable to the parties hereto; documentation specifically requested by regulatory entities related to Potential Investments or existing investments; (iii) information and commentary for the Fund’s annual and semi- semi-annual reports, in a form agreed upon by the Adviser and the Fund, including a discussion of factors that the factors that, in the view of the Adviser, Adviser believes materially affected the performance of the Fund, including the relevant market conditions and the investment techniques and strategies used; (iiiv) certifications, in a form agreed upon by the Fund Adviser and the Adviser, Fund related to the Adviser’s management of the Fund in order to support (A) the Fund’s filings on Form N-CSR, Form N-Q, Form N-PORT and other applicable forms, and (B) the related certifications of the Fund’s Principal Executive Officer Officer’s and Principal Financial Officer Officer’s certifications under Rule 30a-2 under the 1940 Act; (iiiv) a quarterly certification with respect to compliance matters related to the Adviser, in a form agreed upon by the Adviser and the FundFund from time to time; and (ivvi) an annual certification from the Adviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Adviser’s compliance program, in a form agreed upon by the Adviser and the Fund. h. The Adviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, the Adviser maintains an appropriate Code of Ethics and related reporting procedures. i. The Adviser shall review provide the Fund such information relating to the Adviser, its personnel and comment upon offering documents its investment advisory activities as reasonably requested in connection with the preparation of any amendments to the Confidential Private Placement Memorandum of the Fund and ancillary sales and marketing materials prepared by the distributors for the Fund, and participate, at the reasonable request of the Fund and as mutually agreed to by the Adviserparties, in educational meetings with placement agents and other intermediaries about portfolio management and investment-related matters of the Fund; provided, however, that the Adviser shall not be responsible for any statements contained in the Confidential Private Placement Memorandum of the Fund or any sales or marketing materials, or for any omission of information from any of the foregoing, except to the extent that any such statements or omissions are attributable to a material misstatement or material omission in information provided to the the Fund by the Adviser specifically for inclusion in the Confidential Private Placement Memorandum of the Fund or in sales or marketing materials of the Fund. j. In fulfilling its obligations to manage the investments of the Fund, the Adviser will furnish, at its expense: (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully; and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding any such services that are the subject of a separate agreement as may from time to time be in effect between the Fund and the Adviser or another party). For the avoidance of doubt, the Adviser will not bear responsibility for the monitoring or supervision of any custodian, administrator, credit provider or other service provider selected by the Fund. k. The In addition to negotiating and contracting with one or more Sub-advisers, as set forth in section (2)(a) of this Agreement, the Adviser shall furnish to will pay the Fund compensation of the following:President, Treasurer and members of the Board, if any, who are also directors, officers or employees of the Adviser or its affiliates.

Authority of, Obligations of and Services to be Provided by the Adviser. Subject to the supervision of the Board, the Adviser is hereby granted the following authority and undertakes to provide the following services and to assume the following obligations: a. The Adviser shall formulate and implement a continuous investment program for the portfolio assets of the Fund, including determining what portion of such assets will be invested or held uninvested in cash, and subject to and in accordance with (i) the investment objective and policies of the Fund set forth in the Fund’s Agreement and Declaration of Trust, as amended, By-Laws and registration statement (“Registration Statement”) as from time to time in effect (collectively, the “Governing Documents”); (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations thereunder; and (iii) any written instructions which the Board may issue from time to time. The Adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Board as from time to time in effect and communicated to the Adviser (the “Procedures”). The Fund has provided to the Adviser copies of all current Governing Documents and current Procedures and shall provide to the Adviser any amendments or supplements thereto. The Fund will provide reasonable advance notice to the Adviser of any changes to the Governing Documents or the Procedures and provide a reasonable time period for the Adviser to comply with any such changes to the Governing Documents or the Procedures. The Fund shall timely furnish the Adviser with such additional information as may be reasonably necessary for or reasonably requested by the Adviser to perform its responsibilities pursuant to this Agreement. The Adviser shall render such reports to the Board and the Fund as it may reasonably request concerning the investment activities of the Fund, including, without limitation, reporting promptly all information necessary for the Fund to comply with the Fund’s proxy voting disclosure regulatory requirements. The Adviser shall vote proxies and make other voting and consent determinations with respect to the Fund’s investments in collective investment vehicles and other issuers. b. The Adviser shall take whatever steps necessary to implement the Fund’s investment program, including (i) researching, identifying, monitoring and evaluating potential collective investment vehicles and other investments and transactions (collectively, “Potential Investments”) to utilize in the management of the Fund’s assets; (ii) monitoring, evaluating and meeting with investment managers that manage any of the collective investment vehicles or other investments in which the Fund is invested; (iii) assessing the performance of the Fund’s investments; and (iv) negotiating side letters and assisting in the evaluation and execution of subscription documentation. The Adviser will be responsible for executing subscription agreements, withdrawal requests and related documents with regard to Potential Investments and existing investments of the Fund, and causing funds to be invested and withdrawn, as applicable, in connection therewith. The Fund and the Adviser shall timely provide to each other all information and documentation that the parties mutually agree are necessary or appropriate for the Adviser or the Fund, as applicable, to fulfill its obligations under this Agreement. c. The Adviser shall be responsible for regular monitoring of the investment activities and portfolio holdings associated with the portfolio assets of the Fund to ensure compliance with the Governing Documents, Procedures and applicable law. The Adviser shall also be responsible for certain compliance matters (y) as agreed to by the parties hereto and as further described in compliance memoranda provided by the Fund’s Chief Compliance Officer to the Adviser; and/or (z) as set forth in Procedures. The Adviser shall regularly monitor the investment activities and portfolio holdings of the Fund so that the Adviser can meet its compliance and legal obligations in connection with the services being provided hereunder. For the avoidance of doubt, design, implementation and overall maintenance of the Fund’s compliance program as contemplated by Rule 38a- 1 38a-1 under the 1940 Act is the responsibility of the Fund and the Fund’s Chief Compliance Officer. d. To the extent provided in the Fund’s Registration Statement, as such Registration Statement may be amended from time to time, the Adviser shall, in the name of the Fund, be responsible for placing orders for the execution of portfolio transactions when applicable with or through such brokers, dealers or other financial institutions as the Adviser may reasonably select, including affiliates of the Adviser. The Adviser will establish and maintain such brokerage and other accounts for the Fund as the Adviser deems advisable to allow for the purchase or sale of various forms of securities and other financial instruments pursuant to this Agreement. The Adviser shall use its best efforts to obtain the most favorable price and execution on all portfolio transactions executed on behalf of the Fund, provided that, so long as the Adviser has complied with Section 28(e) of the Securities Exchange Act of 1934 and the Procedures, the Adviser may cause the Fund to pay a commission on a transaction in excess of the amount of commission another broker-dealer would have charged. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Adviser, the Adviser may aggregate the securities to be so purchased or sold with other orders for other clients of the Adviser. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Adviser consistent with the Procedures and in the manner it, in its sole discretion, considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. e. The Adviser (i) shall maintain such books and records with respect to the Fund as are required by law, including without limitation the Advisers Act, and the rules and regulations thereunder, and to the extent mutually agreed by the parties under the 1940 Act and the rules and regulations thereunder; (ii) shall render to the Board such periodic and special reports that the Board may reasonably request; (iii) shall meet with any persons at the reasonable request of the Fund or the Board for the purpose of reviewing the Adviser’s performance under this Agreement at reasonable times and upon reasonable advance written notice; and (iv) shall provide determinations in accordance with the Governing Documents, Procedures and applicable law of the fair value of securities held by the Fund. The Adviser will provide promptly to the Fund, at the Fund’s cost and expense, a copy of any such records upon the Fund’s request and shall make all such books and records available for inspection and use by the Securities and Exchange Commission (“SEC”) or the Fund at all reasonable times. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act. For the avoidance of doubt, maintenance of the Fund’s general books, records and accounts, and related shareholder information and net asset value calculations, is the responsibility of the Fund and its administrative, transfer agency and custody agents. The Adviser shall not have any responsibility for the supervision or oversight of such parties. On each business day, the Adviser shall provide to the Fund’s custodian and the Fund’s administrator information relating to all transactions concerning the Fund’s assets, to the extent such information is not otherwise available to such persons. f. The Adviser shall bear its expenses of providing services pursuant to this Agreement. g. The Adviser shall timely provide to the Fund all information and documentation it may reasonably request as necessary or appropriate in connection with the compliance by the Fund with the requirements of any applicable law, including, without limitation, (i) information and commentary for the Fund’s annual and semi- semi-annual reports, in a form agreed upon by the Adviser and the Fund, including a discussion of the factors that, in the view of the Adviser, materially affected the performance of the Fund, including the relevant market conditions and the investment techniques and strategies used; (ii) certifications, in a form agreed upon by the Fund and the Adviser, related to the Adviser’s management of the Fund in order to support (A) the Fund’s filings on Form N-CSR, Form N-Q, Form N-PORT and other applicable forms, and (B) the related certifications of the Fund’s Principal Executive Officer and Principal Financial Officer under Rule 30a-2 under the 1940 Act; (iii) a quarterly certification with respect to compliance matters related to the Adviser, in a form agreed upon by the Adviser and the Fund; and (iv) an annual certification from the Adviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Adviser’s compliance program, in a form agreed upon by the Adviser and the Fund. h. The Adviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, the Adviser maintains an appropriate Code of Ethics and related reporting procedures. i. The Adviser shall review and comment upon offering documents and ancillary sales and marketing materials prepared by the Fund, and participate, at the reasonable request of the Fund and as mutually agreed to by the Adviser, in educational meetings with placement agents and other intermediaries about portfolio management and investment-related matters of the Fund. j. In fulfilling its obligations to manage the investments of the Fund, the Adviser will furnish, at its expense: (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully; and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding any such services that are the subject of a separate agreement as may from time to time be in effect between the Fund and the Adviser or another party). k. The Adviser shall furnish to the Fund the following:

Authority of, Obligations of and Services to be Provided by the Adviser. Subject to the supervision of the Board, the The Adviser is hereby granted the following authority and undertakes to provide the following services and to assume the following obligations: a. Subject to the general supervision of the Board and the terms of this Agreement, the Adviser may, except as noted below, select and contract with one or more investment sub-advisers (“Sub-advisers”) to manage the investments and determine the composition of the assets of the Fund; provided, that any contract with a Sub-adviser (a “Sub-advisory Agreement”) shall be in compliance with and approved as required by the Investment Company Act of 1940, as amended (the “1940 Act”), except for such exemptions therefrom as may be granted to the Fund or the Adviser. Subject always to the direction and control of Board, the Adviser will monitor the - management of the Fund’s investment operations in accordance with the investment objectives and related investment policies, as set forth in the Fund’s registration statement with the Securities and Exchange Commission, and review and report to the Board on the performance of such Sub-adviser. b. The Adviser shall formulate and implement a continuous investment program for the portfolio assets of the Fund, including determining what portion of such assets will be invested or held uninvested in cash, and subject to and in accordance with (i) the investment objective and policies of the Fund set forth in the Fund’s Agreement and Declaration of TrustLimited Liability Company Agreement, as amended, By-Laws and registration statement (“Registration Statement”) as from time to time in effect (collectively, the “Governing Documents”); (ii) the requirements applicable to registered investment companies under applicable laws, including without limitation the Investment Company 1940 Act of 1940, as amended (the “1940 Act”), and the rules and regulations thereunder; and (iii) any written instructions which the Board may issue from time to time. The Adviser also agrees to conduct its activities hereunder in accordance with any applicable procedures or policies adopted by the Board as from time to time in effect and communicated in writing to the Adviser (the “Procedures”). The Fund has provided to the Adviser copies of all current Governing Documents and current Procedures and shall promptly provide to the Adviser any amendments or supplements thereto. The Fund will shall provide reasonable advance notice to the Adviser of any changes to the Governing Documents or the Procedures and provide a reasonable time period for the Adviser to comply with any such changes to the Governing Documents or the Procedures. The Fund shall timely furnish the Adviser with such additional information as may be reasonably necessary for or reasonably requested by the Adviser to perform its responsibilities pursuant to this Agreement. The Adviser shall render such reports to the Board and the Fund as it may reasonably request concerning the investment activities of the Fund, including, without limitation, reporting promptly all information necessary for the Fund to comply with the Fund’s proxy voting disclosure regulatory requirements. The Adviser shall vote proxies and make other voting and consent determinations with respect to the Fund’s investments in collective investment vehicles and other issuersissuers or will delegate such authority to a Sub-adviser. b. c. The Adviser shall take whatever steps it in its sole discretion deems necessary or appropriate to implement the Fund’s investment program, including without limitation (i) researching, identifying, monitoring and evaluating potential collective investment vehicles and other investments and transactions (collectively, “Potential Investments”) to utilize in the management of the Fund’s assets; (ii) monitoring, evaluating and meeting with investment managers that manage any of the collective investment vehicles or other investments in which the Fund is invested; (iii) assessing the performance of the Fund’s investments; and (iv) negotiating side letters letters; and assisting in (v) executing or arranging for the evaluation and execution of subscription documentation. The Adviser will be responsible for executing subscription agreementsany and all documents relating to the Fund’s investment program, withdrawal requests and related documents with regard subject to Potential Investments and existing investments the approval of the Fund, ’s Board to the extent required by the 1940 Act and/or the Fund’s policies and causing funds to be invested and withdrawn, as applicable, in connection therewithprocedures. The Fund and the Adviser shall timely provide to each other all information and documentation that the parties mutually agree are necessary or appropriate for the Adviser or the Fund, as applicable, to fulfill its obligations under this Agreement. In addition, the Adviser agrees to timely provide to the Fund’s independent accountants the information and documentation in its possession or that it can obtain without undue burden that the Fund’s independent accountants may reasonably require to fulfill their obligations to the Fund. c. d. The Adviser shall be responsible for regular monitoring of the investment activities and portfolio holdings associated with the portfolio assets of the Fund to ensure compliance with the Governing Documents, Procedures and applicable law. The Adviser shall also be responsible for certain compliance matters (y) as agreed to by the parties hereto and as further described in compliance memoranda provided by the Fund’s Chief Compliance Officer to the Adviser; and/or (z) as set forth in Procedures. The Adviser shall regularly monitor the investment activities and portfolio holdings of the Fund so that the Adviser can meet its compliance and legal obligations in connection with the services being provided hereunder. For the avoidance of doubt, design, implementation and overall maintenance of the Fund’s compliance program as contemplated by Rule 38a- 1 under the 1940 Act is the responsibility of the Fund and the Fund’s Chief Compliance Officer. d. e. To the extent provided in the Fund’s Registration Statement, as such Registration Statement may be amended from time to timetime and in accordance with the Procedures and practices as may be adopted by the Board, the Adviser shall, in the name of the Fund, be responsible for placing orders for the execution of portfolio transactions when applicable applicable, including with respect to any securities directly held by the Fund or transactions entered into directly by the Fund, with or through such brokers, dealers or other financial institutions as the Adviser may reasonably select, including affiliates of the Adviser. The Adviser will establish and maintain such brokerage and other accounts for the Fund as the Adviser deems advisable to allow for the purchase or sale of various forms of securities and other financial instruments pursuant to this Agreement. The Adviser shall use its best commercially reasonable efforts to obtain the most favorable price and execution on all portfolio transactions executed on behalf of the Fund, provided that, so long as the Adviser has complied with Section 28(e) of the Securities Exchange Act of 1934 and the Procedures, the Adviser may cause the Fund to pay a commission on a transaction in excess of the amount of commission another broker-dealer would have charged. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Adviser, the Adviser may aggregate the securities to be so purchased or sold with other orders for other clients of the Adviser. In such event, allocation of the securities so purchased or sold, as well as of the fees and expenses incurred in the transaction, will be made by the Adviser consistent with the Procedures and in the manner it, it in its sole discretion, discretion considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients. e. f. The Adviser (i) shall maintain such books and records with respect to the Fund as are required by law, including without limitation the Advisers Act, and the rules and regulations thereunder, and and, to the extent mutually agreed upon in writing by the parties under hereto, the 1940 Act and the rules and regulations thereunder; (ii) shall render to the Board such periodic and special reports that as the Board may reasonably request; (iii) shall meet with any persons at the reasonable request of the Fund Board or the Board Fund for the purpose of reviewing the Adviser’s performance under this Agreement at reasonable times and upon reasonable advance written notice; and (iv) shall provide determinations determine the fair value of securities held by the Fund in accordance with the Governing Documents, Procedures and applicable law of the fair value of securities held by the Fundlaw. The Adviser will promptly provide promptly to the Fund, at the Fund’s cost and expense, a copy of any of such records upon the Fund’s request and shall make all such books and records available for inspection and use by the Securities and Exchange Commission (“SEC”) or the Fund at all reasonable times. Where applicable, such records shall be maintained by the Adviser for the periods and in the places required by Rule 31a-2 under the 1940 Act. For At the avoidance close of doubt, maintenance of the Fund’s general books, records and accounts, and related shareholder information and net asset value calculations, is the responsibility of the Fund and its administrative, transfer agency and custody agents. The Adviser shall not have any responsibility for the supervision or oversight of such parties. On each business day, the Adviser shall provide to the Fund’s custodian and the Fund’s administrator information relating to all transactions concerning the Fund’s assets, to the extent such information is not otherwise available to such persons. f. The g. Subject to the provisions of this Agreement, the Adviser shall bear its expenses of providing services pursuant to this Agreement. g. h. The Adviser shall timely provide to the Fund all information and documentation it may reasonably request as necessary or appropriate in connection with the compliance by the Fund with the requirements of any applicable law, including, without limitation, law as follows: (i) for the sole purpose of the Fund’s verification of the due diligence processes undertaken by the Adviser in connection with Potential Investments or existing investments, materials collected or used by the Adviser in the performance of its due diligence on Potential Investments or existing investments, which the Adviser may redact in its sole discretion, including without limitation with respect to any of its proprietary analysis contained therein or with respect to records related to any background checks contained therein; provided, however, that the Fund will be provided with access to such materials only at the Adviser’s offices or other location mutually agreeable to the parties hereto; (ii) documentation specifically requested by regulatory entities related to Potential Investments or existing investments; (iii) information and commentary for the Fund’s annual and semi- semi-annual reports, in a form agreed upon by the Adviser and the Fund, including a discussion of factors that the factors that, in the view of the Adviser, Adviser believes materially affected the performance of the Fund, including the relevant market conditions and the investment techniques and strategies used; (iiiv) certifications, in a form agreed upon by the Fund Adviser and the Adviser, Fund related to the Adviser’s management of the Fund in order to support (A) the Fund’s filings on Form N-CSR, Form N-Q, Form N-PORT and other applicable forms, and (B) the related certifications of the Fund’s Principal Executive Officer Officer’s and Principal Financial Officer Officer’s certifications under Rule 30a-2 under the 1940 Act; (iiiv) a quarterly certification with respect to compliance matters related to the Adviser, in a form agreed upon by the Adviser and the FundFund from time to time; and (ivvi) an annual certification from the Adviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act, with respect to the design and operation of the Adviser’s compliance program, in a form agreed upon by the Adviser and the Fund. h. The Adviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, the Adviser maintains an appropriate Code of Ethics and related reporting procedures. i. The Adviser shall review provide the Fund such information relating to the Adviser, its personnel and comment upon offering documents its investment advisory activities as reasonably requested in connection with the preparation of any amendments to the Confidential Private Placement Memorandum of the Fund and ancillary sales and marketing materials prepared by the distributors for the Fund, and participate, at the reasonable request of the Fund and as mutually agreed to by the Adviserparties, in educational meetings with placement agents and other intermediaries about portfolio management and investment-related matters of the Fund; provided, however, that the Adviser shall not be responsible for any statements contained in the Confidential Private Placement Memorandum of the Fund or any sales or marketing materials, or for any omission of information from any of the foregoing, except to the extent that any such statements or omissions are attributable to a material misstatement or material omission in information provided to the the Fund by the Adviser specifically for inclusion in the Confidential Private Placement Memorandum of the Fund or in sales or marketing materials of the Fund. j. In fulfilling its obligations to manage the investments of the Fund, the Adviser will furnish, at its expense: (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully; and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding any such services that are the subject of a separate agreement as may from time to time be in effect between the Fund and the Adviser or another party). For the avoidance of doubt, the Adviser will not bear responsibility for the monitoring or supervision of any custodian, administrator, credit provider or other service provider selected by the Fund. k. The In addition to negotiating and contracting with one or more Sub-advisers, as set forth in section (2)(a) of this Agreement, the Adviser shall furnish to will pay the Fund compensation of the following:President, Treasurer and members of the Board, if any, who are also directors, officers or employees of the Adviser or its affiliates.