Common use of Duties of the Investment Adviser Clause in Contracts

Duties of the Investment Adviser. Subject to the direction and control of the Board of Managers, the Investment Adviser shall: (a) prepare (or otherwise obtain) and evaluate on both a macroeconomic and microeconomic level any pertinent research; statistical, financial and economic data; and other information necessary or appropriate for the performance of its duties under this Agreement; (b) identify, evaluate, structure, monitor and dispose of the Company’s investments; (c) make available and, if requested by entities in which the Company has invested or is proposing to invest, render managerial assistance to, and exercise management rights in, such entities; (d) determine the securities to be purchased by the Company, and continuously monitor such securities and the issuers thereof to determine whether and when to sell, exchange or take any other action concerning such securities including the making of follow-on investments in portfolio companies when appropriate; (e) determine whether and how to exercise warrants, voting rights or other rights with respect to the Company’s portfolio securities; (f) select broker-dealers to carry out the Company’s securities transactions, including broker-dealers who are affiliated with the Investment Adviser or the Company; (g) provide valuations with respect to the securities held by the Company consistent with the Company’s valuation policies and procedures as in effect from time to time; (h) provide, at its expense, office space, equipment, facilities and supplies and clerical services necessary for the operation of the Company; (i) keep and maintain certain of the books and records of the Company; (j) assist in the administration of members’ accounts and in communications and correspondence with members; (k) prepare or assist in the preparation of accounting, management and other reports; (l) conduct relations with distributors, custodians, depositories, transfer agents, accountants, attorneys, any selling agent, any escrow agent, insurers, banks and such other persons in any such other capacity deemed necessary or desirable for the operation of the Company; (m) render regular reports to the Company’s officers and the Board of Managers concerning the investment performance of the Company, the Investment Adviser’s discharge of its responsibilities under this Agreement and any other subject as the Company’s officers or the Board of Managers reasonably may request; and (n) assist the Company’s officers in connection with the operation of the Company and perform any further acts that may be necessary to effectuate the purposes of this Agreement or that may be requested by the Company.

Duties of the Investment Adviser. Subject to the direction and control of the Board of ManagersTrustees of the Trust, the Investment Adviser’s responsibilities include: (i) Advising the Sub-Adviser shallwith respect to U.S. economic factors and trends; (ii) Assisting and consulting with the Sub-Adviser in connection with the Series’ continuous investment program; (iii) Approving lists of foreign countries recommended by the Sub-Adviser for investments of the Series; (iv) Placing orders with respect to purchases and sales of the securities of U.S. issuers as described in the Prospectus; (v) Managing, in cooperation with the Sub-Adviser, the Fund’s short-term cash balance positions denominated in U.S. dollars to preserve required liquidity of the Series’ assets including placing of orders for U.S. money market instruments; (vi) Monitoring the Sub-Adviser’s investment procedures; and (vii) Periodically reviewing, evaluating and reporting to the Company’s Board of Directors with respect to the performance of the Sub-Adviser under the Sub-Advisory Agreement. The Investment Adviser further agrees that it: (a) will prepare (or otherwise obtain) and evaluate on both a macroeconomic and microeconomic level any pertinent research; statistical, financial and economic data; and other information necessary or appropriate for the performance of its duties under this Agreement; (b) identifywill formulate and continuously review, evaluatesupervise, structure, monitor and dispose of administer an investment program for the Company’s investmentsSeries; (c) make available and, if requested by entities in which the Company has invested or is proposing to invest, render managerial assistance to, and exercise management rights in, such entities; (d) will determine the securities to be purchased by the CompanySeries, and continuously monitor such securities and the issuers thereof to determine whether and when to sell, exchange exchange, or take any other action concerning such securities including the making of follow-on investments in portfolio companies when appropriatesecurities; (ed) will determine whether and how to exercise warrants, voting rights rights, or other rights with respect to the Company’s portfolio Series’ securities; (fe) select broker-dealers to carry out the Company’s securities transactions, including broker-dealers who are affiliated with the Investment Adviser or the Company; (g) will provide valuations with respect to the securities held by the Company consistent with Series if so requested by the Company’s valuation policies and procedures as in effect from time to timeTrustees of the Trust; (hf) provide, at its expense, office space, equipment, facilities and supplies and clerical services necessary for the operation of the Company; (i) keep and maintain certain of the books and records of the Company; (j) assist in the administration of members’ accounts and in communications and correspondence with members; (k) prepare or assist in the preparation of accounting, management and other reports; (l) conduct relations with distributors, custodians, depositories, transfer agents, accountants, attorneys, any selling agent, any escrow agent, insurers, banks and such other persons in any such other capacity deemed necessary or desirable for the operation of the Company; (m) will render regular reports to the CompanyTrust’s officers and the Board of Managers Trustees concerning the investment performance of the CompanyTrust, the Investment Adviser’s discharge of its responsibilities under this Agreement Agreement, and any other subject as the CompanyTrust’s officers or the Board of Managers Trustees reasonably may request; and (ng) will assist the CompanyTrust’s officers in connection with the operation of the Company Trust and perform any further acts that may be necessary to effectuate the purposes of this Agreement or that may be requested by the CompanyAgreement.