Common use of Duties of the Investment Adviser Clause in Contracts

Duties of the Investment Adviser. Section 3.01. Without prejudice to the generality of Article 2 (and in accordance with such procedures as may be agreed from time to time) the Investment Adviser shall: (a) advise the Investment Manager concerning all actions that it appears to the Investment Adviser would be advantageous to the Company in implementing the investment objective and policies of the Company; (b) evaluate opportunities for possible investment by the Company and communicate its advice to the Investment Manager; (c) keep under surveillance and review the Investments for the time being and, as circumstances may require, recommend changes in such Investments; (d) provide such advice to the Investment Manager on matters related to Investments as the Investment Manager may reasonably require including, without limitation, research and statistical data in relation to the Investments and other matters within the scope of the investment objective and policies of the Company; (e) advise whether and in what manner all rights conferred by the Investments shall be exercised; (f) if required by the Investment Manager, prepare material for inclusion in reports of the Company; (g) make recommendations concerning the desirability of making use of, and, with the consent of the Investment Manager, negotiating, loan facilities as part of the investment strategy of the Company; (h) provide such information and assistance as may be required in connection with the valuation of the Investments by the Company; (i) recommend brokers and dealers to execute Investment transactions in the manner set forth in the Prospectus and, with the authority of the Investment Manager, instruct such brokers or dealers as agents of the Company to execute such transactions; and (j) to the extent the Company's investment objective and policies so permit, advise the Investment Manager concerning transactions in (1) Options, Futures and Contracts for Differences (as such terms are defined in the Financial Services Xxx 0000 of the United Kingdom) (or any right or interest in any such investment) and (2) investments the prices of which may be subject to stabilisation. Section 3.02. The Investment Adviser will not carry on any business for the account of the Company or the Investment Manager if by so doing the Investment Adviser shall knowingly cause the Company or the Investment Manager to become liable to pay any United Kingdom taxes that they would not otherwise be liable to pay. Section 3.03. The Investment Adviser shall for the purposes of this Agreement be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act on behalf of or to represent the Investment Manager or the Company in any way or otherwise be deemed an agent of the Investment Manager or the Company or to have any power to enter into any transaction or otherwise bind the Investment Manager or the Company. Section 3.04. The authorities herein contained are continuing ones and shall remain in full force and effect until revoked by termination of this Agreement as hereinafter provided, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to such revocation. Section 3.05. The Investment Adviser, in the performance of its duties and obligations hereunder, shall act in conformity with the Laws (including specifically the 0000 Xxx) and all other applicable laws, regulations and requirements of regulatory authorities, the Charter, the Prospectus, the Company's investment objective and policies as from time to time in effect, and overall supervision and direction of, and guidelines established by, the Directors. Section 3.06. The Investment Adviser agrees that it will not make a short sale of any Shares or purchase any Shares otherwise than for investment. Section 3.07. The Investment Adviser shall keep or cause to be kept on behalf of the Company and the Investment Manager such books, records, statements and accounts as may be required by the Laws and the Charter and as otherwise may be necessary to give a complete record of all transactions implemented by the Investment Adviser on behalf of the Company and the Investment Manager; shall permit the Company, the Investment Manager and their employees and agents to inspect such books, records and statements at all reasonable times; and shall promptly surrender to the Company such books, records and statements upon the Company's request. Section 3.08. The Investment Adviser shall provide to the Company and the Investment Manager at least once every six months a statement of the contents and valuation of the Investments; such statement need not include any evaluation of the performance of the Company during such period.

Duties of the Investment Adviser. Section 3.01. Without prejudice to the generality of Article 2 (and in accordance with such procedures as may be agreed from time to time) the Investment Adviser shall: (a) advise the Investment Manager concerning all actions that it appears to the Investment Adviser would be advantageous to the Company in implementing the investment objective and policies of the Company; (b) evaluate opportunities for possible investment by the Company and communicate its advice to the Investment Manager; (c) keep under surveillance and review the Investments for the time being and, as circumstances may require, recommend changes in such Investments; (d) provide such advice to the Investment Manager on matters related to Investments as the Investment Manager may reasonably require including, without limitation, research and statistical data in relation to the Investments and other matters within the scope of the investment objective and policies of the Company; (e) advise whether and in what manner all rights conferred by the Investments shall be exercised; (f) if required by the Investment Manager, prepare material for inclusion in reports of the Company; (g) make recommendations concerning the desirability of making use of, and, with the consent of the Investment Manager, negotiating, loan facilities as part of the investment strategy of the Company; ; (h) provide such information and assistance as may be required in connection with the valuation of the Investments by the Company;; and (i) recommend brokers and dealers to execute Investment transactions in the manner set forth in the Prospectus and, with the authority of the Investment Manager, instruct such brokers or dealers as agents of the Company to execute such transactions; and (j) to the extent the Company's investment objective and policies so permit, advise the Investment Manager concerning transactions in (1) Options, Futures and Contracts for Differences (as such terms are defined in the Financial Services Xxx 0000 of the United Kingdom) (or any right or interest in any such investment) and (2) investments the prices of which may be subject to stabilisation. Section 3.02. The Investment Adviser will not carry on any business for the account of the Company or the Investment Manager if by so doing the Investment Adviser shall knowingly cause the Company or the Investment Manager to become liable to pay any United Kingdom taxes that they would not otherwise be liable to pay. Section 3.03. The Investment Adviser shall for the purposes of this Agreement be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act on behalf of or to represent the Investment Manager or the Company in any way or otherwise be deemed an agent of the Investment Manager or the Company or to have any power to enter into any transaction or otherwise bind the Investment Manager or the Company. Section 3.04. The authorities herein contained are continuing ones and shall remain in full force and effect until revoked by termination of this Agreement as hereinafter provided, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to such revocation. Section 3.05. The Investment Adviser, in the performance of its duties and obligations hereunder, shall act in conformity with the Laws (including specifically the 0000 Xxx) and all other applicable laws, regulations and requirements of regulatory authorities, the Charter, the Prospectus, the Company's investment objective and policies as from time to time in effect, and overall supervision and direction of, and guidelines established by, the Directors. Section 3.06. The Investment Adviser agrees that it will not make a short sale of any Shares or purchase any Shares otherwise than for investment. Section 3.07. The Investment Adviser shall keep or cause to be kept on behalf of the Company and the Investment Manager such books, records, statements and accounts as may be required by the Laws and the Charter and as otherwise may be necessary to give a complete record of all transactions implemented by the Investment Adviser on behalf of the Company and the Investment Manager; shall permit the Company, the Investment Manager and their employees and agents to inspect such books, records and statements at all reasonable times; and shall promptly surrender to the Company such books, records and statements upon the Company's request. Section 3.08. The Investment Adviser shall provide to the Company and the Investment Manager at least once every six months a statement of the contents and valuation of the Investments; such statement need not include any evaluation of the performance of the Company during such period.

Duties of the Investment Adviser. Section 3.01. Without prejudice The Investment Adviser shall manage the investment and reinvestment of the Fund's assets; continuously review, supervise, and administer the investment program of the Fund; determine in its discretion the securities to be purchased, retained, sold, pledged or loaned (and implement those decisions); determine in its discretion when, to what extent and under what terms the Fund shall engage in bank or other borrowings, to the generality extent permitted by law and authorized by the Fund's Board of Article 2 Directors (and, together with the Fund's Administrator, if and in accordance with to the extent one shall be appointed by the Fund, or such procedures other parties as may be agreed from time to time) the Investment Adviser shall: (a) advise may select with the approval of the Fund, implement those determinations); provide the Fund with records concerning the Investment Manager Adviser and its activities that the Fund is required to maintain; render regular reports to the Fund's officers and Directors concerning the Investment Adviser's discharge of the foregoing responsibilities; and supply the Fund's officers and Directors with all actions that it appears statistical information and reports reasonably required by them and reasonably available to the Investment Adviser would be advantageous to the Company in implementing the investment objective and policies of the Company; (b) evaluate opportunities for possible investment by the Company and communicate its advice to the Investment Manager; (c) keep under surveillance and review the Investments for the time being andAdviser, as circumstances may require, recommend changes in such Investments; (d) provide such advice to the Investment Manager on matters related to Investments as the Investment Manager may reasonably require including, without limitation, research and statistical data in relation to the Investments and other matters within the scope all information required under Section 15(c) of the investment objective and policies of the Company; (e) advise whether and in what manner all rights conferred by the Investments shall be exercised; (f) if required by the Investment Manager, prepare material for inclusion in reports of the Company; (g) make recommendations concerning the desirability of making use of, and, with the consent of the Investment Manager, negotiating, loan facilities as part of the investment strategy of the Company; (h) provide such information and assistance as may be required in connection with the valuation of the Investments by the Company; (i) recommend brokers and dealers to execute Investment transactions in the manner set forth in the Prospectus and, with the authority of the Investment Manager, instruct such brokers or dealers as agents of the Company to execute such transactions; and (j) to the extent the Company's investment objective and policies so permit, advise the Investment Manager concerning transactions in (1) Options, Futures and Contracts for Differences (as such terms are defined in the Financial Services Xxx 0000 of the United Kingdom) (or any right or interest in any such investment) and (2) investments the prices of which may be subject to stabilisation. Section 3.02. The Investment Adviser will not carry on any business for the account of the Company or the Investment Manager if by so doing the Investment Adviser shall knowingly cause the Company or the Investment Manager to become liable to pay any United Kingdom taxes that they would not otherwise be liable to pay. Section 3.031940 Act. The Investment Adviser shall for discharge the purposes of this Agreement be deemed foregoing responsibilities subject to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act on behalf of or to represent the Investment Manager or the Company in any way or otherwise be deemed an agent control of the Investment Manager or officers and Directors of the Company or to have any power to enter into any transaction or otherwise bind the Investment Manager or the Company. Section 3.04. The authorities herein contained are continuing ones Fund and shall remain in full force and effect until revoked by termination of this Agreement as hereinafter provided, but compliance with such revocation shall not affect any liability in any way resulting from transactions initiated prior to such revocation. Section 3.05. The Investment Adviser, in the performance of its duties and obligations hereunder, shall act in conformity with the Laws (including specifically the 0000 Xxx) and all other applicable laws, regulations and requirements of regulatory authorities, the Charter, the Prospectus, the Company's investment objective and policies as the Directors may from time to time in effectestablish, and overall supervision and direction ofin compliance with the objectives, policies, and guidelines established bylimitations of the Fund set forth in the Fund's prospectus, Registration Statement on Form N-2, charter and relevant arrangements and agreements with respect to the Directors. Section 3.06Fund's senior securities, if any, in each case as amended from time to time, and with all applicable laws and regulations. The Investment Adviser agrees agrees, at its own expense, to render the services described herein and to provide the office space, furnishings and equipment, and personnel required by it to perform those services on the terms and for the compensation provided herein; provided, however, that it will not make a short sale expenses for necessary services of any Shares parties other than the Investment Adviser rendered in connection with the activities described above shall be borne by those parties, or purchase any Shares otherwise than for investment. Section 3.07by the Fund, as appropriate. The Investment Adviser shall keep authorize and permit any of its officers, partners and employees, who may be elected as officers or cause to be kept on behalf Directors of the Company and Fund, to serve in the Investment Manager such books, records, statements and accounts as may be required by the Laws and the Charter and as otherwise may be necessary to give a complete record of all transactions implemented by the Investment Adviser on behalf of the Company and the Investment Manager; shall permit the Company, the Investment Manager and their employees and agents to inspect such books, records and statements at all reasonable times; and shall promptly surrender to the Company such books, records and statements upon the Company's requestcapacities in which they are elected. Section 3.08. The Investment Adviser shall provide to the Company and the Investment Manager at least once every six months a statement of the contents and valuation of the Investments; such statement need not include any evaluation of the performance of the Company during such period.

Duties of the Investment Adviser. Section 3.01. Without prejudice The Investment Adviser shall manage the investment and reinvestment of the Fund's assets; continuously review, supervise, and administer the investment program of the Fund; determine in its discretion the securities to be purchased, retained, sold, pledged or loaned (and implement those decisions); determine in its discretion when, to what extent and under what terms the Fund shall engage in bank or other borrowings, to the generality extent permitted by law and authorized by the Fund's Board of Article 2 Directors (and, together with the Fund's Administrator, if and in accordance with to the extent one shall be appointed by the Fund, or such procedures other parties as may be agreed from time to time) the Investment Adviser shall: (a) advise may select with the approval of the Fund, implement those determinations); provide the Fund with records concerning the Investment Manager Adviser and its activities that the Fund is required to maintain; render regular reports to the Fund's officers and Directors concerning the Investment Adviser's discharge of the foregoing responsibilities; and supply the Fund's officers and Directors with all actions that it appears statistical information and reports reasonably required by them and reasonably available to the Investment Adviser would be advantageous to the Company in implementing the investment objective and policies of the Company; (b) evaluate opportunities for possible investment by the Company and communicate its advice to the Investment Manager; (c) keep under surveillance and review the Investments for the time being andAdviser, as circumstances may require, recommend changes in such Investments; (d) provide such advice to the Investment Manager on matters related to Investments as the Investment Manager may reasonably require including, without limitation, research and statistical data in relation to the Investments and other matters within the scope all information required under Section 15(c) of the investment objective and policies of the Company; (e) advise whether and in what manner all rights conferred by the Investments shall be exercised; (f) if required by the Investment Manager, prepare material for inclusion in reports of the Company; (g) make recommendations concerning the desirability of making use of, and, with the consent of the Investment Manager, negotiating, loan facilities as part of the investment strategy of the Company; (h) provide such information and assistance as may be required in connection with the valuation of the Investments by the Company; (i) recommend brokers and dealers to execute Investment transactions in the manner set forth in the Prospectus and, with the authority of the Investment Manager, instruct such brokers or dealers as agents of the Company to execute such transactions; and (j) to the extent the Company's investment objective and policies so permit, advise the Investment Manager concerning transactions in (1) Options, Futures and Contracts for Differences (as such terms are defined in the Financial Services Xxx 0000 of the United Kingdom) (or any right or interest in any such investment) and (2) investments the prices of which may be subject to stabilisation. Section 3.02. The Investment Adviser will not carry on any business for the account of the Company or the Investment Manager if by so doing the Investment Adviser shall knowingly cause the Company or the Investment Manager to become liable to pay any United Kingdom taxes that they would not otherwise be liable to pay. Section 3.031940 Act). The Investment Adviser shall for discharge the purposes of this Agreement be deemed foregoing responsibilities subject to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act on behalf of or to represent the Investment Manager or the Company in any way or otherwise be deemed an agent control of the Investment Manager or officers and Directors of the Company or to have any power to enter into any transaction or otherwise bind the Investment Manager or the Company. Section 3.04. The authorities herein contained are continuing ones Fund and shall remain in full force and effect until revoked by termination of this Agreement as hereinafter provided, but compliance with such revocation shall not affect any liability in any way resulting from transactions initiated prior to such revocation. Section 3.05. The Investment Adviser, in the performance of its duties and obligations hereunder, shall act in conformity with the Laws (including specifically the 0000 Xxx) and all other applicable laws, regulations and requirements of regulatory authorities, the Charter, the Prospectus, the Company's investment objective and policies as the Directors may from time to time in effectestablish, and overall supervision and direction ofin compliance with the objectives, policies, and guidelines established bylimitations of the Fund set forth in the Fund's prospectus, Registration Statement on Form N-2, charter and relevant arrangements and agreements with respect to the Directors. Section 3.06Fund's senior securities, if any, in each case as amended from time to time, and with all applicable laws and regulations. The Investment Adviser agrees agrees, at its own expense, to render the services described herein and to provide the office space, furnishings and equipment, and personnel required by it to perform those services on the terms and for the compensation provided herein; provided, however, that it will not make a short sale expenses for necessary services of any Shares parties other than the Investment Adviser rendered in connection with the activities described above shall be borne by those parties, or purchase any Shares otherwise than for investment. Section 3.07by the Fund, as appropriate. The Investment Adviser shall keep authorize and permit any of its officers, partners and employees, who may be elected as officers or cause to be kept on behalf Directors of the Company and Fund, to serve in the Investment Manager such books, records, statements and accounts as may be required by the Laws and the Charter and as otherwise may be necessary to give a complete record of all transactions implemented by the Investment Adviser on behalf of the Company and the Investment Manager; shall permit the Company, the Investment Manager and their employees and agents to inspect such books, records and statements at all reasonable times; and shall promptly surrender to the Company such books, records and statements upon the Company's requestcapacities in which they are elected. Section 3.08. The Investment Adviser shall provide to the Company and the Investment Manager at least once every six months a statement of the contents and valuation of the Investments; such statement need not include any evaluation of the performance of the Company during such period.

Duties of the Investment Adviser. Section 3.01The Trust engages the Investment Adviser to act as the Trust’s investment adviser to provide directly or to arrange through third parties, management and investment advisory services to it and to each existing Fund, for the period and on the terms and conditions set forth in this Agreement. Without prejudice This Agreement may be extended to any additional series that the Trust may establish in the future on the same terms and conditions. The Investment Adviser hereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such management and investment advisory services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the generality supervision of Article 2 the board of trustees of the Trust (the “Board”) and the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Investment Adviser may retain any affiliated or unaffiliated investment adviser(s), investment subadviser(s), or other party, to perform any or all of the services set forth in accordance with such procedures as may be agreed from time to timethis Agreement. The Investment Adviser, its affiliates and any investment adviser(s), investment subadviser(s) or other parties performing services for the Investment Adviser shall: (a) advise the Investment Manager concerning , for all actions that it appears to the Investment Adviser would purposes herein, be advantageous to the Company in implementing the investment objective and policies of the Company; (b) evaluate opportunities for possible investment by the Company and communicate its advice to the Investment Manager; (c) keep under surveillance and review the Investments for the time being and, as circumstances may require, recommend changes in such Investments; (d) provide such advice to the Investment Manager on matters related to Investments as the Investment Manager may reasonably require including, without limitation, research and statistical data in relation to the Investments and other matters within the scope of the investment objective and policies of the Company; (e) advise whether and in what manner all rights conferred by the Investments shall be exercised; (f) if required by the Investment Manager, prepare material for inclusion in reports of the Company; (g) make recommendations concerning the desirability of making use of, and, with the consent of the Investment Manager, negotiating, loan facilities as part of the investment strategy of the Company; (h) provide such information and assistance as may be required in connection with the valuation of the Investments by the Company; (i) recommend brokers and dealers to execute Investment transactions in the manner set forth in the Prospectus and, with the authority of the Investment Manager, instruct such brokers or dealers as agents of the Company to execute such transactions; and (j) to the extent the Company's investment objective and policies so permit, advise the Investment Manager concerning transactions in (1) Options, Futures and Contracts for Differences (as such terms are defined in the Financial Services Xxx 0000 of the United Kingdom) (or any right or interest in any such investment) and (2) investments the prices of which may be subject to stabilisation. Section 3.02. The Investment Adviser will not carry on any business for the account of the Company or the Investment Manager if by so doing the Investment Adviser shall knowingly cause the Company or the Investment Manager to become liable to pay any United Kingdom taxes that they would not otherwise be liable to pay. Section 3.03. The Investment Adviser shall for the purposes of this Agreement be deemed to be an independent contractor contractors and shall, unless except as otherwise expressly provided or authorized, have no authority to act on behalf of for or to represent the Investment Manager Trust or the Company a Fund in any way or otherwise be deemed an agent agents of the Trust or a Fund. Subject to supervision by the Board, the Investment Manager or Adviser shall have and exercise full investment discretion and authority to act as agent for the Company or to have any power to enter into any transaction Trust in buying, selling or otherwise bind disposing of or managing the Investment Manager or the Company. Section 3.04. The authorities herein contained are continuing ones and shall remain in full force and effect until revoked by termination investments of this Agreement as hereinafter provided, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to such revocation. Section 3.05. The Investment Adviser, in the performance of its duties and obligations hereunder, shall act in conformity with the Laws (including specifically the 0000 Xxx) and all other applicable laws, regulations and requirements of regulatory authorities, the Charter, the Prospectus, the Company's investment objective and policies as from time to time in effect, and overall supervision and direction of, and guidelines established by, the Directors. Section 3.06each Fund. The Investment Adviser agrees that it will not make a short sale of and any Shares or purchase any Shares otherwise than for investment. Section 3.07. The Investment Adviser other party performing services covered by this Agreement shall keep or cause to be kept on behalf subject to: (1) the restrictions of the Company Trust’s Declaration of Trust as amended from time to time; (2) the provisions of the 1940 Act and the Investment Manager such booksAdvisers Act; (3) the statements relating to each Fund’s investment objectives, records, statements investment strategies and accounts investment restrictions as may be required by set forth in the Laws and the Charter currently effective (and as otherwise may be necessary amended from time to give a complete record of all transactions implemented by the Investment Adviser on behalf of the Company and the Investment Manager; shall permit the Company, the Investment Manager and their employees and agents to inspect such books, records and statements at all reasonable times; and shall promptly surrender to the Company such books, records and statements upon the Company's request. Section 3.08. The Investment Adviser shall provide to the Company and the Investment Manager at least once every six months a time) registration statement of the contents Trust (the “registration statement”) under the Securities Act of 1933, as amended; and valuation (4) any applicable provisions of the Investments; such statement need not include any evaluation Internal Revenue Code of 1986, as amended (the performance of the Company during such period“Code”).