Common use of Authority of the Portfolio Manager Clause in Contracts

Authority of the Portfolio Manager. The Portfolio Manager is authorized, on behalf of the Company, to: (a) manage the maintenance and disposition of the Assets and the proceeds thereof directly and indirectly, in accordance with the Investment Strategy, and to enter into any agreement and to do any and all acts and things for the preservation, protection, improvement and enhancement in value of the Assets and the proceeds thereof in accordance with the Investment Strategy; (b) possess, purchase, sell, transfer, mortgage, pledge or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of ownership or possession (including, but not limited to, voting power to vote all proxies with respect to investments held by the Company at the direction of the Portfolio Manager) with respect to the Assets; (c) lend any of the Assets, as appropriate, provided, that if appropriate, collateral at least equal in value to the market value of such Assets is deposited by the borrower thereof with the Company; (d) trade on margin, borrow from banks, brokers or other institutions and pledge the Assets in connection therewith; (e) engage professionals, including affiliates of the Portfolio Manager, whether part-time or full-time, and attorneys, independent accountants or such other persons as the Portfolio Manager may deem necessary or advisable subject to the approval of the Directors of the Company (the “Directors”); provided, however, that the Portfolio Manager may, in its reasonable discretion and without the approval of the Directors, engage professionals in connection with the implementation of the Investment Strategy; (f) make all decisions relating to the manner, method and timing of sale and investment transactions relating to the Assets and the proceeds therefrom; (g) combine purchase or sale orders with respect to the Assets on behalf of the Company together with other accounts to whom or to which the Portfolio Manager provides investment services or accounts of affiliates of the Portfolio Manager (“Other Accounts”) and allocate equitably the assets so purchased or sold, among such accounts; (h) issue orders and directions to any bank at which the Company maintains a general account with respect to the disposition and application of monies or investments of the Company from time to time held by such bank; (i) open, maintain, conduct and close accounts, including, without limitation, custodial accounts and brokerage and margin accounts, with any broker, dealer or investment concern, to issue orders and directions to any broker, dealer or investment concern at which the Company maintains an account with respect to the disposition and application of monies or investments of the Company constituting Assets from time to time held by such broker, dealer or investment concern; and (j) facilitate and assist the Company with any necessary regulatory filings and audits with respect to the Assets. All transactions relating to the Assets for the benefit of the Company shall be effected by the Portfolio Manager through such entities or persons as the Portfolio Manager may direct from time to time.

Authority of the Portfolio Manager. The Portfolio Manager is authorized, on behalf of the Company, to: (a) manage the maintenance and disposition of the Assets and the proceeds thereof directly and indirectly, in accordance with the Investment Strategy, and to enter into any agreement and to do any and all acts and things for the preservation, protection, improvement and enhancement in value of the Assets and the proceeds thereof in accordance with the Investment Strategy; (b) possess, purchase, sell, transfer, mortgage, pledge or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of ownership or possession (including, but not limited to, voting power to vote all proxies with respect to investments held by the Company at the direction of the Portfolio Manager) with respect to the Assets; (c) lend any of the Assets, as appropriate, provided, that if appropriate, collateral at least equal in value to the market value of such Assets is deposited by the borrower thereof with the Company; (d) trade on margin, borrow from banks, brokers or other institutions and pledge the Assets in connection therewith; (e) engage professionals, including affiliates of the Portfolio Manager, whether part-time or full-time, and attorneys, independent accountants or such other persons as the Portfolio Manager may deem necessary or advisable subject to the approval of the Board of Directors of the Company (the “Directors”); provided, however, that the Portfolio Manager may, in its reasonable discretion and without the approval of the Directors, engage professionals in connection with the implementation of the Investment Strategy; (f) make all decisions relating to the manner, method and timing of sale and investment transactions relating to the Assets and the proceeds therefrom; (g) combine purchase or sale orders with respect to the Assets on behalf of the Company together with other accounts to whom or to which the Portfolio Manager provides investment services or accounts of affiliates of the Portfolio Manager (“Other Accounts”) and allocate equitably the assets so purchased or sold, among such accounts; (h) issue orders and directions to any bank at which the Company maintains a general account with respect to the disposition and application of monies or investments of the Company from time to time held by such bank; (i) open, maintain, conduct and close accounts, including, without limitation, custodial accounts and brokerage and margin accounts, with any broker, dealer or investment concern, to issue orders and directions to any broker, dealer or investment concern at which the Company maintains an account with respect to the disposition and application of monies or investments of the Company constituting Assets from time to time held by such broker, dealer or investment concern; and (j) facilitate and assist the Company with any necessary regulatory filings and audits with respect to the Assets. All transactions relating to the Assets for the benefit of the Company shall be effected by the Portfolio Manager through such entities or persons as the Portfolio Manager may direct from time to time.