General Duties of the Adviser. Subject to the direction and control of the Fund’s Board of Trustees (the “Board”) and subject to and in accordance with the terms of the Fund’s agreement and declaration of trust (the “Declaration”), the policies adopted or approved by the Board, as the same shall be amended from time to time, the conditions of any exemptive order obtained by or for the benefit of the Fund from the Securities and Exchange Commission (the “SEC”) and this Agreement, the Adviser agrees to supervise and direct the investment and reinvestment of the assets and perform the duties set forth herein, and shall have such other powers with respect to the investment related functions of the Fund as shall be delegated from time to time to the Adviser by the Board. The Adviser is hereby granted, and shall have, full power to take all actions and execute and deliver all necessary and appropriate documents and instruments on behalf of the Fund in accordance with the foregoing. The Adviser shall endeavor to comply in all material respects with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations and the applicable provisions of any other agreements to which the Fund is subject. Subject to the foregoing and the other provisions of this Agreement, and subject to the direction and control of the Board, the Adviser is hereby appointed as the Fund’s agent and attorney-in-fact with authority to negotiate, execute and deliver all documents and agreements on behalf of the Fund and to do or take all related acts, with the power of substitution, to acquire, dispose of or otherwise take action with respect to or affecting the Investments (as defined in Section 4(b) hereof), including, without limitation:
