Common use of Duties of the Investment Manager Clause in Contracts

Duties of the Investment Manager. Subject to the overall supervision and review of the Board of Trustees of the Fund (“Board”), the Investment Manager will regularly provide the Fund with investment research, advice and supervision and will furnish continuously an investment program for the Fund, consistent with the investment objective and policies of the Fund. The Investment Manager will determine from time to time what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund and what portion of the Fund’s assets shall be held uninvested as cash or in other liquid assets, subject always to the provisions of the Fund’s Declaration of Trust, Bylaws, and its registration statement under the 1940 Act and under the Securities Act of 1933 covering the Fund’s shares, as filed with the Securities and Exchange Commission (the “Commission”), as any of the same may be amended from time to time, and to the investment objectives of the Fund, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Board may from time to time establish. To carry out such determinations, the Investment Manager will exercise full discretion and act for the Fund in the same manner and with the same force and effect as the Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Without limiting the generality of the foregoing, the Investment Manager shall, during the term and subject to the provisions of this Agreement, continuously review, supervise and (where appropriate) administer the investment program of the Fund, to (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Fund; (iii) perform due diligence on prospective portfolio companies; (iv) close and monitor the Fund’s investments; (v) provide the Fund with such other investment management, research and related services as the Fund may, from time to time, reasonably require for the investment of its funds.

Duties of the Investment Manager. Subject (a) The Investment Manager shall provide all investment advisory and portfolio management services necessary for the Corporation and in order for the Corporation to carry on its activities as set out in the Prospectus with respect to the overall supervision Public Portfolio, and review of the Board of Trustees of the Fund (“Board”)in connection therewith, the Investment Manager will regularly provide shall: (i) manage the Fund with Corporation’s investment researchin publicly traded equity securities (the “Public Portfolio”) (including without limitation to buy, advice sell, hold, exchange, convert and supervision otherwise trade in any and will furnish continuously an investment program for all assets and other financial instruments) as the Fund, consistent Investment Manager may select in accordance with the investment objective objectives, investment strategy and policies investment restrictions of the Fund. The Investment Manager will determine from time to time what securities shall be purchased for the Fund, what securities shall be held or sold by the Fund and what portion of the Fund’s assets shall be held uninvested as cash or in other liquid assets, subject always to the provisions of the Fund’s Declaration of Trust, Bylaws, and its registration statement under the 1940 Act and under the Securities Act of 1933 covering the Fund’s shares, as filed with the Securities and Exchange Commission Corporation (the “CommissionInvestment Policy”), ) set out in the Prospectus and as any of the same may be amended from time to time; (ii) arrange for the execution of all Public Portfolio transactions, including the selection of the market, dealer or broker or counterparty, and negotiate commissions and other transaction costs and generally seek to obtain overall services and prompt execution of orders on favourable terms; (iii) monitor the performance of the Public Portfolio; (iv) determine the timing, terms and method of disposing of investments in the Public Portfolio in accordance with the Investment Policy of the Corporation and as instructed by the Manager for liquidity purposes; (v) employ leverage for the purposes of acquiring assets for the Public Portfolio and such other short term funding purposes as may be determined subject to the investment objectives Investment Policy of the Fund, as each Corporation and provide input to the Manager with respect to the extent of the same use of leverage for the Public Portfolio; (vi) execute and deliver on behalf of the Corporation, all documents that are consistent with its respective powers and duties hereunder, and any documents so signed shall be binding upon the Corporation without any further authorization or formality; (vii) participate to the extent reasonably required by the Manager in the Corporation’s marketing and promotional efforts or activities in respect of the Corporation, provided that the Investment Manager shall not bear any of the expenses incurred relating to the marketing and promotion of the Corporation; (viii) participate to the extent reasonably required by the Manager in meetings of the Corporation’s Investment Committee; (ix) unless otherwise directed by the Manager, determine or cause to be determined, whether and in what manner to vote, or execute or cause to be executed proxies respecting the voting of, securities held by the Corporation at all meetings of holders of such securities in accordance with the proxy voting policies of the Investment Manager as adopted by the Corporation; (x) instruct the custodian or prime broker of the Corporation with respect to all transactions, purchases, subscriptions, sales, redemptions or other liquidations of investments in the Public Portfolio in order for the custodian or prime broker to consummate such transactions; (xi) implement purchases and sales of the equity security in the Public Portfolio, including the selection of markets, brokers or dealers and, where applicable, the negotiation of compensation for such brokers or dealers, and shall provide (i) to the Manager and the Prime Broker prompt advice of all portfolio transactions with respect to the Public Portfolio, (ii) to the Manager such information with respect to the Public Portfolio as the Manager may reasonably require for reports or filings required pursuant to applicable laws or may reasonably require for disclosure in offering, marketing or promotional materials relating to the Corporation, and (iii) to the Manager such information pertaining to soft dollar arrangements, which will at all times comply with National Instrument 23- 102 – Use of Client Brokerage Commissions; (xii) perform such other services as may be necessary or desirable from time to time in effect, and subject, further, to for the day-to-day investment management of the Public Portfolio; (xiii) provide such policies and instructions information as the Board Manager may reasonably request with respect to the Public Portfolio and proxy voting record in accordance with the Manager’s instructions including such information as may be required in the preparation of disclosure documents or which may be required pursuant to applicable law; and (xiv) perform such other services as may be agreed upon between the parties from time to time establishtime. (b) The Investment Manager shall maintain complete and accurate records relating to trading activity in respect of the Public Portfolio. To carry out Authorized representatives of the Corporation and the Manager shall have access at all reasonable times to all books and records maintained by the Investment Manager relating to the Public Portfolio. The Investment Manager agrees that all books and records which it maintains relating to the Public Portfolio are the property of the Corporation and that it will surrender any of such determinationsbooks and records to the Corporation promptly upon the Manager’s request, provided that the Investment Manager may keep copies of such books and records to the extent necessary for the Investment Manager to comply with any applicable laws. The Investment Manager further agrees to preserve such records for such periods as may be prescribed by the laws of Canada. (c) During the Offering, the Investment Manager will exercise full discretion and act for shall promptly notify the Fund Manager in writing of: (i) any material change in the same manner and with business, financial condition, affairs, operations, assets, liabilities or obligations (contingent or otherwise) or capital of the same force and effect as the Fund itself might or could do Investment Manager; (ii) any material fact with respect to purchasesthe Investment Manager that has arisen or has been discovered which would have been required to have been stated in the Prospectus or any Prospectus amendment had the fact arisen or been discovered on, sales or other transactionsprior to, as well as the date of the Prospectus or any Prospectus amendment; and (iii) any change in any material fact or matter with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Without limiting the generality of the foregoing, the Investment Manager shallcovered by a statement contained in the Prospectus or any Prospectus amendment which change is, during of such a nature as to render any statement in the term and subject to Prospectus or any Prospectus amendment misleading or untrue or which would result in a misrepresentation in the provisions of this Agreement, continuously review, supervise and (where appropriate) administer the investment program of the Fund, to (i) determine the composition of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Fund; (iii) perform due diligence on prospective portfolio companies; (iv) close and monitor the Fund’s investments; (v) provide the Fund with such other investment management, research and related services as the Fund may, from time to time, reasonably require for the investment of its fundsProspectus or any Prospectus amendment.