Common use of Duties as Investment Manager Clause in Contracts

Duties as Investment Manager. (a) Subject to the supervision of the Fund's Board of Managers (the "Board"), the Investment Manager will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Investment Manager will have full power and authority on behalf of the Fund, among other matters: (1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund; (2) to do any and all acts and exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Portfolio Funds (as defined in the Fund's Prospectus (the "Prospectus")); (3) to enter into agreements with the Portfolio Funds irrevocably to forego the Fund's right to vote its interests or shares of the Portfolio Funds; (4) to enter into agreements with the Portfolio Funds that provide for, among other things, the indemnification by the Fund of the Portfolio Funds and the Portfolio Managers (as defined in the Prospectus) to the same or different extent as provided for in respect of the Investment Manager, and to terminate such agreements; (5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Investment Manager considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b) hereof; (6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's investors (both direct and indirect) (the "Investors") with respect to repurchases of interests in the Fund ("Interests") and the payment of Fund expenses, including those relating to the organization and registration of the Fund; (7) to call and conduct meetings of Investors at the Fund's principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board; (8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Investment Manager may deem necessary or advisable in connection with the affairs of the Fund unless otherwise directed by the Board; (9) to engage and terminate the services of persons other than Portfolio Managers that manage a Portfolio Account (as defined in the Prospectus) (a "Sub-Advisor") (the engagement of which shall be subject to Paragraph 2(a)(13) hereof) to assist the Investment Manager in providing, or to provide under the Investment Manager's control and supervision, advice and management to the Fund at the expense of the Investment Manager and to terminate such services; (10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund; (11) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member of the Investment Manager, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Investment Manager, or any of their principals, directors, officers, members, employees and agents; (12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Investment Manager, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Investors or person; (A) to direct the formulation of investment policies and strategies for the Fund using a multi-asset and multi-manager strategy whereby some or all of the Fund's assets may be committed from time to time by the Investment Manager to the discretionary management of one or more Sub-Advisors, the selection of which shall be subject to the approval of a majority (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, unless the Fund receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to enter into agreements with the Sub-Advisors that provide for, among other things, the indemnification by the Fund of the Sub-Advisors to the same or different extent as provided for in respect of the Investment Manager, and to terminate such agreements, (C) to authorize the payment of fees and allocations of profits to Sub-Advisors pursuant to their respective governing documents and any rebates or reductions of such fees or allocations which shall be for the benefit of the Fund and (D) to identify appropriate Sub-Advisors, assess the most appropriate investment vehicles (limited partnerships, limited liability companies, separate managed accounts or other investment vehicles (pooled or otherwise)) that invest or trade in securities, and determine the assets to be committed to each Sub-Advisor and invested through the Sub-Advisor, which investments shall be subject in each case to the terms and conditions of the respective governing documents used by the Sub-Advisor; and (14) to provide administrative services to the Fund, including providing office space and other support services. (b) The Investment Manager, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Investment Manager may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Investment Manager's good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Investment Manager to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Investment Manager simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Investment Manager, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.

Duties as Investment Manager. (a) Subject to the supervision of the Fund's Board of Managers (the "’s Board"), the Investment Manager will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Investment Manager will have full power and authority on behalf of the Fund, among other matters: (1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund; (2) to do any and all acts and exercise all rights with respect to the Fund's ’s interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Portfolio Funds (as defined in the Fund's ’s Prospectus (the "“Prospectus"”)); (3) to enter into agreements with the Portfolio Funds irrevocably to forego the Fund's ’s right to vote its interests or shares of the Portfolio Funds; (4) to enter into agreements with the Portfolio Funds that provide for, among other things, the indemnification by the Fund of the Portfolio Funds and the Portfolio Managers (as defined in the Prospectus) to the same or different extent as provided for in respect of the Investment Manager, and to terminate such agreements; (5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Investment Manager considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b) hereof; (6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's ’s investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's ’s investors (both direct and indirect) (the "“Investors"”) with respect to repurchases of interests in the Fund ("“Interests"”) and the payment of Fund expenses, including those relating to the organization and registration of the Fund; (7) to call and conduct meetings of Investors at the Fund's ’s principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board; (8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Investment Manager may deem necessary or advisable in connection with the affairs of the Fund unless otherwise directed by the Board; (9) to engage and terminate the services of persons other than Portfolio Managers that manage a Portfolio Account (as defined in the Prospectus) (a "“Sub-Advisor"”) (the engagement of which shall be subject to Paragraph 2(a)(13) hereof) to assist the Investment Manager in providing, or to provide under the Investment Manager's ’s control and supervision, advice and management to the Fund at the expense of the Investment Manager and to terminate such services; (10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund; (11) if directed by the Board, to arrange for the purchase of (A) one or more "“key man" ” insurance policies on the life of any principal of a member of the Investment Manager, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Investment Manager, or any of their principals, directors, officers, members, employees and agents; (12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Investment Manager, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Investors or person; (13) (A) to direct the formulation of investment policies and strategies for the Fund using a multi-asset and multi-manager strategy whereby some or all of the Fund's ’s assets may be committed from time to time by the Investment Manager to the discretionary management of one or more Sub-Advisors, the selection of which shall be subject to the approval of a majority (as defined in the 0000 Xxx) of the Fund's ’s outstanding voting securities, unless the Fund receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to enter into agreements with the Sub-Advisors that provide for, among other things, the indemnification by the Fund of the Sub-Advisors to the same or different extent as provided for in respect of the Investment Manager, and to terminate such agreements, (C) to authorize the payment of fees and allocations of profits to Sub-Advisors pursuant to their respective governing documents and any rebates or reductions of such fees or allocations which shall be for the benefit of the Fund and (D) to identify appropriate Sub-Advisors, assess the most appropriate investment vehicles (limited partnerships, limited liability companies, separate managed accounts or other investment vehicles (pooled or otherwise)) that invest or trade in securities, and determine the assets to be committed to each Sub-Advisor and invested through the Sub-Advisor, which investments shall be subject in each case to the terms and conditions of the respective governing documents used by the Sub-Advisor; and (14) to provide administrative services to the Fund, including providing office space and other support services. (b) The Investment Manager, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Investment Manager may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Investment Manager's ’s good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Investment Manager to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Investment Manager simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Investment Manager, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.

Duties as Investment Manager. (a) Subject to the supervision of the Fund's ’s Board of Managers (the "“Board"”), the Investment Manager will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Investment Manager will have full power and authority on behalf of the Fund, among other matters: (1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund; (2) to do any and all acts and exercise all rights with respect to the Fund's ’s interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Portfolio Funds (as defined in the Fund's ’s Prospectus (the "“Prospectus"”)); (3) to enter into agreements with the Portfolio Funds irrevocably to forego the Fund's ’s right to vote its interests or shares of the Portfolio Funds; (4) to enter into agreements with the Portfolio Funds that provide for, among other things, the indemnification by the Fund of the Portfolio Funds and the Portfolio Managers (as defined in the Prospectus) to the same or different extent as provided for in respect of the Investment Manager, and to terminate such agreements; (5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Investment Manager considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b) hereof; (6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's ’s investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's ’s investors (both direct and indirect) (the "“Investors"”) with respect to repurchases of interests in the Fund ("“Interests"”) and the payment of Fund expenses, including those relating to the organization and registration of the Fund; (7) to call and conduct meetings of Investors at the Fund's ’s principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board; (8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Investment Manager may deem necessary or advisable in connection with the affairs of the Fund unless otherwise directed by the Board; (9) to engage and terminate the services of persons other than Portfolio Managers that manage a Portfolio Account (as defined in the Prospectus) (a "“Sub-Advisor"”) (the engagement of which shall be subject to Paragraph 2(a)(13) hereof) to assist the Investment Manager in providing, or to provide under the Investment Manager's ’s control and supervision, advice and management to the Fund at the expense of the Investment Manager and to terminate such services; (10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund; (11) if directed by the Board, to arrange for the purchase of (A) one or more "“key man" ” insurance policies on the life of any principal of a member of the Investment Manager, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Investment Manager, or any of their principals, directors, officers, members, employees and agents; (12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Investment Manager, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Investors or person; (13) (A) to direct the formulation of investment policies and strategies for the Fund using a multi-asset and multi-manager strategy whereby some or all of the Fund's ’s assets may be committed from time to time by the Investment Manager to the discretionary management of one or more Sub-Advisors, the selection of which shall be subject to the approval of a majority (as defined in the 0000 1000 Xxx) of the Fund's ’s outstanding voting securities, unless the Fund receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to enter into agreements with the Sub-Advisors that provide for, among other things, the indemnification by the Fund of the Sub-Advisors to the same or different extent as provided for in respect of the Investment Manager, and to terminate such agreements, (C) to authorize the payment of fees and allocations of profits to Sub-Advisors pursuant to their respective governing documents and any rebates or reductions of such fees or allocations which shall be for the benefit of the Fund and (D) to identify appropriate Sub-Advisors, assess the most appropriate investment vehicles (limited partnerships, limited liability companies, separate managed accounts or other investment vehicles (pooled or otherwise)) that invest or trade in securities, and determine the assets to be committed to each Sub-Advisor and invested through the Sub-Advisor, which investments shall be subject in each case to the terms and conditions of the respective governing documents used by the Sub-Advisor; and (14) to provide administrative services to the Fund, including providing office space and other support services. (b) The Investment Manager, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Investment Manager may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Investment Manager's ’s good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Investment Manager to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Investment Manager simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Investment Manager, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.

Duties as Investment Manager. (a) Subject to the supervision of the Fund's Board of Managers (the "Board"), the Investment Manager will have full discretion and authority (i) to manage the assets and liabilities of the Fund and (ii) to manage the day-to-day business and affairs of the Fund. In furtherance of and subject to the foregoing, the Investment Manager will have full power and authority on behalf of the Fund, among other matters: (1) to purchase, sell, exchange, trade and otherwise deal in and with securities and other property of the Fund and to loan securities of the Fund; (2) to do any and all acts and exercise all rights with respect to the Fund's interest in any person, firm, corporation, partnership or other entity, including, without limitation, voting interests of the Portfolio Funds (as defined in the Fund's Prospectus (the "Prospectus")); (3) to enter into agreements with the Portfolio Funds irrevocably to forego the Fund's right to vote its interests or shares of the Portfolio Funds; (4) to enter into agreements with the Portfolio Funds that provide for, among other things, the indemnification by the Fund of the Portfolio Funds and the Portfolio Managers (as defined in the Prospectus) to the same or different extent as provided for in respect of the Investment Manager, and to terminate such agreements; (5) to open, maintain and close accounts with brokers and dealers, to make all decisions relating to the manner, method and timing of securities and other investment transactions, to select and place orders with brokers, dealers or other financial intermediaries for the execution, clearance or settlement of any transactions on behalf of the Fund on such terms as the Investment Manager considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions, subject to Paragraph 2(b) hereof; (6) to borrow from banks or other financial institutions and to pledge Fund assets as collateral therefor, to trade on margin, to exercise or refrain from exercising all rights regarding the Fund's investments, and to instruct custodians regarding the settlement of transactions, the disbursement of payments to the Fund's investors (both direct and indirect) (the "Investors") with respect to repurchases of interests in the Fund ("Interests") and the payment of Fund expenses, including those relating to the organization and registration of the Fund; (7) to call and conduct meetings of Investors at the Fund's principal office or elsewhere as it may determine and to assist the Board in calling and conducting meetings of the Board; (8) to engage and terminate such attorneys, accountants and other professional advisers and consultants as the Investment Manager may deem necessary or advisable in connection with the affairs of the Fund unless otherwise directed by the Board; (9) to engage and terminate the services of persons other than Portfolio Managers that manage a Portfolio Account (as defined in the Prospectus) (a "Sub-Advisor") (the engagement of which shall be subject to Paragraph 2(a)(13) hereof) to assist the Investment Manager in providing, or to provide under the Investment Manager's control and supervision, advice and management to the Fund at the expense of the Investment Manager and to terminate such services; (10) as directed by the Board, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Fund or any assets of the Fund; (11) if directed by the Board, to arrange for the purchase of (A) one or more "key man" insurance policies on the life of any principal of a member of the Investment Manager, the benefits of which are payable to the Fund, or (B) any insurance covering the potential liabilities of the Fund or relating to the performance of the Board or the Investment Manager, or any of their principals, directors, officers, members, employees and agents; (12) to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in such activities and transactions as are, in the opinion of the Investment Manager, necessary and appropriate for the conduct of the business of the Fund without the act, vote or approval of any other Investors or person; (A) to direct the formulation of investment policies and strategies for the Fund using a multi-asset and multi-manager strategy whereby some or all of the Fund's assets may be committed from time to time by the Investment Manager to the discretionary management of one or more Sub-Advisors, the selection of which shall be subject to the approval of a majority (as defined in the 0000 Xxx1940 Act) of the Fund's outstanding voting securities, unless the unxxxx xxx Fund receives an exemption from the provisions of the 1940 Act requiring such approval, (B) to enter into agreements with the Sub-Advisors that provide for, among other things, the indemnification by the Fund of the Sub-Advisors to the same or different extent as provided for in respect of the Investment Manager, and to terminate such agreements, (C) to authorize the payment of fees and allocations of profits to Sub-Advisors pursuant to their respective governing documents and any rebates or reductions of such fees or allocations which shall be for the benefit of the Fund and (D) to identify appropriate Sub-Advisors, assess the most appropriate investment vehicles (limited partnerships, limited liability companies, separate managed accounts or other investment vehicles (pooled or otherwise)) that invest or trade in securities, and determine the assets to be committed to each Sub-Advisor and invested through the Sub-Advisor, which investments shall be subject in each case to the terms and conditions of the respective governing documents used by the Sub-Advisor; and (14) to provide administrative services to the Fund, including providing office space and other support services. (b) The Investment Manager, in its discretion, may use brokers who provide the Fund with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and the Investment Manager may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Investment Manager's good faith determination that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Investment Manager to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Whenever the Investment Manager simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Investment Manager, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account. The Fund recognizes that in some cases this procedure may adversely affect the results obtained for the Fund.