Common use of Investment Management Services Clause in Contracts

Investment Management Services. (1) The Adviser shall, subject to and in accordance with the investment objective and policies of the Fund and any directions which the Board of Directors may issue to the Adviser, have overall responsibility for the general management and investment of the assets and securities portfolios of the Fund. (2) The Adviser may delegate its investment responsibilities under sub-paragraph 3(B)(1) with respect to the Fund or segments thereof to one or more persons or companies (“Portfolio Manager[s]”) pursuant to an agreement between the Adviser, the Company and each such Portfolio Manager (“Sub-Advisory Agreement”). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Fund and shall make all determinations with respect to the investment of the Fund’s assets assigned to the Portfolio Manager and the purchase and sale of portfolio securities with those assets, and such steps as may be necessary to implement its decision. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser shall not be responsible or liable for the investment merits of any decision by a Portfolio Manager to purchase, hold or sell a security for the Fund’s portfolio. (3) The Adviser shall develop overall investment programs and strategies for the Fund, or segments thereof, shall revise such programs as necessary, and shall monitor and report periodically to the Board of Directors concerning the implementation of the programs. (4) The Adviser shall research and evaluate Portfolio Managers and shall advise the Board of Directors of the Company of the Portfolio Managers which the Adviser believes are best-suited to invest the assets of the Fund; shall monitor and evaluate the investment performance of each Portfolio Manager; shall determine the portion of the Fund’s assets to be managed by each Portfolio Manager; shall recommend changes or additions of Portfolio Managers when appropriate; and shall coordinate the investment activities of the Portfolio Managers. (5) The Adviser shall be solely responsible for paying the fees of each Portfolio Manager. (6) The Adviser shall render to the Board of Directors such periodic reports concerning the business and investments of the Fund as the Board of Directors shall reasonably request.

Investment Management Services. (1) The Adviser shall, subject to and in accordance with the investment objective and policies of the Fund and any directions which the Board of Directors may issue to the Adviser, have overall responsibility for the general management and investment of the assets and securities portfolios of the Fund. (2) The Adviser may delegate its investment responsibilities under sub-paragraph 3(B)(1) with respect to the Fund or segments thereof to one or more persons or companies (“Portfolio Manager[s]”) pursuant to an agreement between the Adviser, the Company and each such Portfolio Manager (“Sub-Advisory Agreement”). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Fund and shall make all determinations with respect to the investment of the Fund’s assets assigned to the Portfolio Manager and the purchase and sale of portfolio securities with those assets, and such steps as may be necessary to implement its decision. Any delegation of duties pursuant to this paragraph shall comply with any all applicable provisions of Section 15 of the Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser shall not be responsible or liable for the investment merits of any decision by a Portfolio Manager to purchase, hold or sell a security for the Fund’s portfolio. (3) The Adviser shall develop overall investment programs and strategies for the Fund, or segments thereof, shall revise such programs as necessary, and shall monitor and report periodically to the Board of Directors concerning the implementation of the programs. (4) The Adviser shall research and evaluate Portfolio Managers and shall advise the Board of Directors of the Company of the Portfolio Managers which the Adviser believes are best-suited to invest the assets of the Fund; shall monitor and evaluate the investment performance of each Portfolio Manager; shall determine the portion of the Fund’s assets to be managed by each Portfolio Manager; shall recommend changes or additions of Portfolio Managers when appropriate; and shall coordinate the investment activities of the Portfolio Managers. (5) The Adviser shall be solely responsible for paying the fees of each Portfolio Manager. (6) The Adviser shall render to the Board of Directors such periodic reports concerning the business and investments of the Fund as the Board of Directors shall reasonably request.

Investment Management Services. (1) The Adviser shall, subject to and in accordance with the investment objective and policies of the Fund and any directions which the Board of Directors may issue to the Adviser, have overall responsibility for the general management and investment of the assets and securities portfolios of the Fund. (2) The Adviser may delegate its investment responsibilities under sub-paragraph 3(B)(1) with respect to the Fund or segments thereof to one or more persons or companies (“"Portfolio Manager[s]”") pursuant to an agreement between the Adviser, the Company and each such Portfolio Manager (“"Sub-Advisory Agreement”"). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Fund and shall make all determinations with respect to the investment of the Fund’s 's assets assigned to the Portfolio Manager and the purchase and sale of portfolio securities with those assets, and such steps as may be necessary to implement its decision. Any delegation of duties pursuant to this paragraph shall comply with any all applicable provisions of Section 15 of the Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser shall not be responsible or liable for the investment merits of any decision by a Portfolio Manager to purchase, hold or sell a security for the Fund’s 's portfolio. (3) The Adviser shall develop overall investment programs and strategies for the Fund, or segments thereof, shall revise such programs as necessary, and shall monitor and report periodically to the Board of Directors concerning the implementation of the programs. (4) The Adviser shall research and evaluate Portfolio Managers and shall advise the Board of Directors of the Company of the Portfolio Managers which the Adviser believes are best-suited to invest the assets of the Fund; shall monitor and evaluate the investment performance of each Portfolio Manager; shall determine the portion of the Fund’s 's assets to be managed by each Portfolio Manager; shall recommend changes or additions of Portfolio Managers when appropriate; and shall coordinate the investment activities of the Portfolio Managers. (5) The Adviser shall be solely responsible for paying the fees of each Portfolio Manager. (6) The Adviser shall render to the Board of Directors such periodic reports concerning the business and investments of the Fund as the Board of Directors shall reasonably request.

Investment Management Services. (1) The Adviser shall, subject to and in accordance with the investment objective and policies of the Fund and any directions which the Board of Directors may issue to the Adviser, have overall responsibility for the general management and investment of the assets and securities portfolios of the Fund. (2) The Adviser may delegate its investment responsibilities under sub-paragraph 3(B)(1) with respect to the Fund or segments thereof to one or more persons or companies (“"Portfolio Manager[s]”") pursuant to an agreement between the Adviser, the Company and each such Portfolio Manager (“"Sub-Advisory Agreement”"). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Fund and shall make all determinations with respect to the investment of the Fund’s 's assets assigned to the Portfolio Manager and the purchase and sale of portfolio securities with those assets, and such steps as may be necessary to implement its decision. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser shall not be responsible or liable for the investment merits of any decision by a Portfolio Manager to purchase, hold or sell a security for the Fund’s 's portfolio. (3) The Adviser shall develop overall investment programs and strategies for the Fund, or segments thereof, shall revise such programs as necessary, and shall monitor and report periodically to the Board of Directors concerning the implementation of the programs. (4) The Adviser shall research and evaluate Portfolio Managers and shall advise the Board of Directors of the Company of the Portfolio Managers which the Adviser believes are best-suited to invest the assets of the Fund; shall monitor and evaluate the investment performance of each Portfolio Manager; shall determine the portion of the Fund’s 's assets to be managed by each Portfolio Manager; shall recommend changes or additions of Portfolio Managers when appropriate; and shall coordinate the investment activities of the Portfolio Managers. (5) The Adviser shall be solely responsible for paying the fees of each Portfolio Manager. (6) The Adviser shall render to the Board of Directors such periodic reports concerning the business and investments of the Fund as the Board of Directors shall reasonably request.

Investment Management Services. (1) The Adviser shall, subject to and in accordance with the investment objective and policies of the Fund and any directions which the Board of Directors may issue to the Adviser, Manager shall have overall supervisory responsibility for the general management and investment of the Fund’s assets and securities portfolios portfolio subject to and in accordance with the investment objectives, policies and restrictions of the Fund, and any directions which the Fund’s Directors may issue to the Manager from time to time. (2) The Adviser may delegate its Manager shall provide overall investment responsibilities under sub-paragraph 3(B)(1) with respect programs and strategies for the Fund, shall revise such programs as necessary and shall monitor and report periodically to the Directors concerning the implementation of the programs. (3) The Fund or segments thereof and the Manager intend to appoint one or more persons or companies (“Portfolio Manager[s]Managers”) pursuant to an agreement between the Adviser), the Company and each such Portfolio Manager (“Sub-Advisory Agreement”). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Fund and shall to make all determinations with respect to the investment and reinvestment of the portion of the Fund’s assets assigned to the that Portfolio Manager and the purchase and sale of portfolio securities with those assets, all within the Fund’s investment objectives, policies and restrictions, and the Fund will take such steps as may be necessary to implement its decisionsuch appointments. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser The Manager shall not be responsible or liable for the investment merits of any decision by a Portfolio Manager to purchase, hold or sell a security for the Fund’s portfolio. (3) The Adviser shall develop overall investment programs and strategies for portfolio of the Fund, or segments thereof, shall revise such programs as necessary, and shall monitor and report periodically to the Board of Directors concerning the implementation of the programs. (4) . The Adviser shall research and evaluate Portfolio Managers and Manager shall advise the Board of Directors of the Company of the Fund which Portfolio Managers which the Adviser Manager believes are best-best suited to invest the assets of the Fund; shall monitor and evaluate the investment performance of each Portfolio ManagerManager employed by the Fund; shall determine allocate and reallocate the portion of the Fund’s assets to be managed by each Portfolio Manager; shall recommend changes of or additions of additional Portfolio Managers when appropriatedeemed appropriate by the Manager; and shall coordinate and monitor the investment activities of the Portfolio Managers to ensure compliance with the Fund’s investment objectives, policies and restrictions and applicable laws, including the Investment Company Act and the Internal Revenue Code of 1986, as amended; shall have full investment discretion to make all determinations with respect to the investment of the Fund’s assets not then managed by a Portfolio Manager; and shall implement procedures reasonably designed to ensure that the Portfolio Managers comply with the Fund’s investment objectives, policies and restrictions. (4) The Manager shall render regular reports to the Fund, at regular meetings of the Directors, of, among other things, the decisions that it has made with respect to the allocation of the Fund’s assets among Portfolio Managers. (5) The Adviser Manager shall be solely responsible for paying the fees of each Portfolio Manager. (6) The Adviser shall render comply – and to the Board of Directors such periodic reports concerning extent the business and investments Manager takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply – with all applicable requirements of the Investment Company Act and other applicable laws, rules, regulations, orders and codes of ethics, as well as all investment objectives, policies, restrictions and procedures adopted by the Board Fund and the Fund’s registration statement on Form N-2, Articles of Directors shall reasonably requestIncorporation and By-laws.

Investment Management Services. (1) The Adviser shall, subject to and in accordance with the investment objective and policies of the Fund and any directions which the Board of Directors may issue to the Adviser, Manager shall have overall supervisory responsibility for the general management and investment of the Trust’s assets and securities portfolios portfolio subject to and in accordance with the investment objectives, policies and restrictions of the FundTrust, and any directions which the Trust’s Trustees may issue to the Manager from time to time. (2) The Adviser may delegate its Manager shall provide overall investment responsibilities under sub-paragraph 3(B)(1) with respect programs and strategies for the Trust, shall revise such programs as necessary and shall monitor and report periodically to the Fund or segments thereof Trustees concerning the implementation of the programs. (3) The Trust and the Manager intend to appoint one or more persons or companies (“Portfolio Manager[s]Managers”) pursuant to an agreement between the Adviser), the Company and each such Portfolio Manager (“Sub-Advisory Agreement”). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Fund and shall to make all determinations with respect to the investment and reinvestment of the Fundportion of the Trust’s assets assigned to the that Portfolio Manager and the purchase and sale of portfolio securities with those assets, all within the Trust’s investment objectives, policies and restrictions, and the Trust will take such steps as may be necessary to implement its decisionsuch appointments. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser The Manager shall not be responsible or liable for the investment merits of any decision by a Portfolio Manager to purchase, hold or sell a security for the Fund’s portfolio. (3) The Adviser shall develop overall investment programs and strategies for the Fund, or segments thereof, shall revise such programs as necessary, and shall monitor and report periodically to the Board of Directors concerning the implementation portfolio of the programs. (4) Trust. The Adviser shall research and evaluate Portfolio Managers and Manager shall advise the Board of Directors Trustees of the Company of the Trust which Portfolio Managers which the Adviser Manager believes are best-best suited to invest the assets of the FundTrust; shall monitor and evaluate the investment performance of each Portfolio ManagerManager employed by the Trust; shall determine allocate and reallocate the portion of the FundTrust’s assets to be managed by each Portfolio Manager; shall recommend changes of or additions of additional Portfolio Managers when appropriatedeemed appropriate by the Manager; and shall coordinate and monitor the investment activities of the Portfolio Managers to ensure compliance with the Trust’s investment objectives, policies and restrictions and applicable laws, including the Investment Company Act and the Internal Revenue Code of 1986, as amended; shall have full investment discretion to make all determinations with respect to the investment of the Trust’s assets not then managed by a Portfolio Manager; and shall implement procedures reasonably designed to ensure that the Portfolio Managers comply with the Trust’s investment objectives, policies and restrictions. (4) The Manager shall render regular reports to the Trust, at regular meetings of the Trustees, of, among other things, the decisions that it has made with respect to the allocation of the Trust’s assets among Portfolio Managers. (5) The Adviser Manager shall be solely responsible for paying the fees of each Portfolio Manager. (6) The Adviser shall render comply – and to the Board of Directors such periodic reports concerning extent the business and investments Manager takes or is required to take action on behalf of the Fund Trust hereunder shall cause the Trust to comply – with all applicable requirements of the Investment Company Act and other applicable laws, rules, regulations, orders and codes of ethics, as well as all investment objectives, policies, restrictions and procedures adopted by the Board Trust and the Trust’s registration statement on Form N-2, Declaration of Directors shall reasonably requestTrust and By-laws.

Investment Management Services. (1i) The Adviser shall, subject to and in accordance with the investment objective and policies of the each Approving Fund and any directions which the Board of Directors may issue to the Adviser, have overall responsibility for the general management and investment of the assets and securities portfolios of the each Approving Fund. (2ii) The Adviser may delegate its investment responsibilities under sub-paragraph 3(B)(13(b)(i) with respect to the any Approving Fund or segments thereof to one or more persons or companies (“"Portfolio Manager[s]”") pursuant to an agreement between the Adviser, the Company and each any such Portfolio Manager (“"Sub-Advisory Agreement”"). Each Sub-Advisory Agreement may provide that the applicable Portfolio Manager, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Approving Fund and in question, shall make all determinations with respect to the investment of the such Approving Fund’s 's assets assigned to the Portfolio Manager it and the purchase and sale of portfolio securities with those assets, and shall take such steps as may be necessary to implement its decisioninvestment decisions. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. The Adviser shall not be responsible or liable for the investment merits of any decision by a Portfolio Manager to purchase, hold or sell a security for the any Approving Fund’s 's portfolio. (3iii) The Adviser shall develop overall investment programs and strategies for each of the FundApproving Funds, or segments thereof, shall revise such programs as necessary, and shall monitor and report periodically to the Board of Directors concerning the implementation of the programs. (4iv) The Adviser shall research and evaluate each potential Portfolio Managers Manager and shall advise the Board of Directors of the Company of the potential Portfolio Managers which that the Adviser believes are best-suited to invest the assets of the each Approving Fund; shall monitor and evaluate the investment performance of each Portfolio Manager; shall determine the portion of the each Approving Fund’s 's assets to be managed by each a Portfolio Manager; shall recommend changes or additions of Portfolio Managers when appropriate; and shall coordinate the investment activities of all of the Portfolio Managers. (5v) The Adviser shall be solely responsible for paying the fees of each any Portfolio Manager. (6vi) The Adviser shall render to the Board of Directors such periodic reports concerning the business and investments of each of the Fund Approving Funds as the Board of Directors shall reasonably request.

Investment Management Services. (1) The Adviser shall, subject to and in accordance with the investment objective and policies of the Fund and any directions which the Board of Directors may issue to the Adviser, have overall responsibility for the general management and investment of the assets and securities portfolios of the Fund. (2) The Adviser may delegate its investment responsibilities under sub-paragraph 3(B)(1) with respect to the Fund or segments thereof to one or more persons or companies (“Portfolio Manager[s]”) pursuant to an agreement between the Adviser, the Company and each such Portfolio Manager (“Sub-Advisory Sub‑Advisory Agreement”). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Fund and shall make all determinations with respect to the investment of the Fund’s assets assigned to the Portfolio Manager and the purchase and sale of portfolio securities with those assets, and such steps as may be necessary to implement its decision. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser shall not be responsible or liable for the investment merits of any decision by a Portfolio Manager to purchase, hold or sell a security for the Fund’s portfolio. (3) The Adviser shall develop overall investment programs and strategies for the Fund, or segments thereof, shall revise such programs as necessary, and shall monitor and report periodically to the Board of Directors concerning the implementation of the programs. (4) The Adviser shall research and evaluate Portfolio Managers and shall advise the Board of Directors of the Company of the Portfolio Managers which the Adviser believes are best-suited to invest the assets of the Fund; shall monitor and evaluate the investment performance of each Portfolio Manager; shall determine the portion of the Fund’s assets to be managed by each Portfolio Manager; shall recommend changes or additions of Portfolio Managers when appropriate; and shall coordinate the investment activities of the Portfolio Managers. (5) The Adviser shall be solely responsible for paying the fees of each Portfolio Manager. (6) The Adviser shall render to the Board of Directors such periodic reports concerning the business and investments of the Fund as the Board of Directors shall reasonably request.

Investment Management Services. (1) The Adviser shall, subject to and in accordance with the investment objective and policies of the Fund and any directions which the Board of Directors may issue to the Adviser, have overall responsibility for the general management and investment of the assets and securities portfolios of the Fund. (2) The Adviser may delegate its investment responsibilities under sub-sub- paragraph 3(B)(1) with respect to the Fund or segments thereof to one or more persons or companies (“Portfolio Manager[s]”) pursuant to an agreement between the Adviser, the Company and each such Portfolio Manager (“Sub-Advisory Agreement”). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Fund and shall make all determinations with respect to the investment of the Fund’s assets assigned to the Portfolio Manager and the purchase and sale of portfolio securities with those assets, and such steps as may be necessary to implement its decision. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the 1940 Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser shall not be responsible or liable for the investment merits of any decision by a Portfolio Manager to purchase, hold or sell a security for the Fund’s portfolio. (3) The Adviser shall develop overall investment programs and strategies for the Fund, or segments thereof, shall revise such programs as necessary, and shall monitor and report periodically to the Board of Directors concerning the implementation of the programs. (4) The Adviser shall research and evaluate Portfolio Managers and shall advise the Board of Directors of the Company of the Portfolio Managers which the Adviser believes are best-suited to invest the assets of the Fund; shall monitor and evaluate the investment performance of each Portfolio Manager; shall determine the portion of the Fund’s assets to be managed by each Portfolio Manager; shall recommend changes or additions of Portfolio Managers when appropriate; and shall coordinate the investment activities of the Portfolio Managers. (5) The Adviser shall be solely responsible for paying the fees of each Portfolio Manager. (6) The Adviser shall render to the Board of Directors such periodic reports concerning the business and investments of the Fund as the Board of Directors shall reasonably request.

Investment Management Services. (1) The Adviser shall, subject to and in accordance with the investment objective and policies of the Fund and any directions which the Board of Directors Trustees may issue to the Adviser, have overall responsibility for the general management and investment of the assets and securities portfolios of the FundFund through sub-advisors. (2) The Adviser may delegate its investment responsibilities under sub-paragraph 3(B)(1) with respect to the Fund or segments thereof to one or more persons or companies (“Portfolio Manager[s]”) pursuant to an agreement between the Adviser, the Company Trust and each such Portfolio Manager (“Sub-Advisory Agreement”). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision of the Board of Directors Trustees and the Adviser, shall have full investment discretion for the Fund and shall make all determinations with respect to the investment of the Fund’s assets assigned to the Portfolio Manager and the purchase and sale of portfolio securities with those assets, and such steps as may be necessary to implement its decision. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser shall not be responsible or liable for the investment merits of any decision by a Portfolio Manager to purchase, hold or sell a security for the Fund’s portfolio. (3) The Adviser shall develop overall investment programs and strategies for the Fund, or segments thereof, shall revise such programs as necessary, and shall monitor and report periodically to the Board of Directors Trustees concerning the implementation of the programs. (4) The Adviser shall research and evaluate Portfolio Managers and shall advise the Board of Directors Trustees of the Company Trust of the Portfolio Managers which the Adviser believes are best-suited to invest the assets of the Fund; shall monitor and evaluate the investment performance of each Portfolio Manager; shall determine the portion of the Fund’s assets to be managed by each Portfolio Manager; shall recommend changes or additions of Portfolio Managers when appropriate; and shall coordinate the investment activities of the Portfolio Managers. (5) The Adviser shall be solely responsible for paying the fees of each Portfolio Manager. (6) The Adviser shall render to the Board of Directors Trustees such periodic reports concerning the business and investments of the Fund as the Board of Directors Trustees shall reasonably request.

Investment Management Services. (1) The Adviser shall, subject to and in accordance with the investment objective and policies of the Fund and any directions which the Board of Directors may issue to the Adviser, have overall responsibility for the general management and investment of the assets and securities portfolios of the Fund. (2) The Adviser may delegate its investment responsibilities under sub-paragraph 3(B)(1) with respect to the Fund or segments thereof to one or more persons or companies (“"Portfolio Manager[s]”") pursuant to an agreement between the Adviser, the Company and each such Portfolio Manager (“"Sub-Advisory Agreement”"). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Fund and shall make all determinations with respect to the investment of the Fund’s 's assets assigned to the Portfolio Manager and the purchase and sale of portfolio securities with those assets, and such steps as may be necessary to implement its decision. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser shall not be responsible or liable for the investment merits of any decision by a Portfolio Manager to purchase, hold or sell a security for the Fund’s 's portfolio. (3) The Adviser shall develop overall investment programs and strategies for the Fund, or segments thereof, shall revise such programs as necessary, and 2 shall monitor and report periodically to the Board of Directors concerning the implementation of the programs. (4) The Adviser shall research and evaluate Portfolio Managers and shall advise the Board of Directors of the Company of the Portfolio Managers which the Adviser believes are best-suited to invest the assets of the Fund; shall monitor and evaluate the investment performance of each Portfolio Manager; shall determine the portion of the Fund’s 's assets to be managed by each Portfolio Manager; shall recommend changes or additions of Portfolio Managers when appropriate; and shall coordinate the investment activities of the Portfolio Managers. (5) The Adviser shall be solely responsible for paying the fees of each Portfolio Manager. (6) The Adviser shall render to the Board of Directors such periodic reports concerning the business and investments of the Fund as the Board of Directors shall reasonably request.

Investment Management Services. (1) The Adviser shall, subject Trust intends to and in accordance with the investment objective and policies of the Fund and any directions which the Board of Directors may issue to the Adviser, have overall responsibility for the general management and investment of the assets and securities portfolios of the Fund. (2) The Adviser may delegate its investment responsibilities under sub-paragraph 3(B)(1) with respect to the Fund or segments thereof to appoint one or more persons or companies (“Portfolio Manager[s"Money manager[s]”") pursuant to an agreement between for each of the AdviserSub-Trusts or segments thereof, the Company and each such Portfolio Money Manager (“Sub-Advisory Agreement”). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Fund and shall make all determinations with respect to the investment of the Fund’s a Sub-Trust's assets assigned to the Portfolio Money Manager and the purchase and sale of portfolio securities with those assets, and such steps as may be necessary to implement its decision. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser The Manager shall not be responsible or liable for the investment merits of any decision by a Portfolio Money Manager to purchase, hold hold, or sell a security for a Sub-Trust portfolio. (2) The Manager shall, subject to and in accordance with the Fund’s portfolioinvestment objectives and policies of the Trust and each Sub- Trust and any directions which the Trust's Board of Trustee may issue to the Manager, have: (i) overall supervisory responsibility for the general management and investment of the Trust's assets and securities portfolios; and (ii) full investment discretion to make all determinations with respect to the investment of Sub-Trust assets not assigned to a Money Manager. (3) The Adviser Manager shall develop overall investment programs and strategies for the Fundeach Sub-Trust, or segments thereof, shall revise such programs as necessary, and an shall monitor and report periodically to the Board of Directors Trustees concerning the implementation of the programs. (4) The Adviser Manager shall research and evaluate Portfolio Money Managers and shall advise the Board of Directors Trustees of the Company Trust of the Portfolio Money Managers which the Adviser Manager believes are best-best suited to invest the assets of the Fundeach Sub-Trust; shall monitor and evaluate the investment performance of each Portfolio ManagerMoney Manager employed by the Trust; shall determine the portion of the Fund’s each Sub-Trust's assets to be managed by each Portfolio Money Manager; shall recommend changes or additions of Portfolio Money Managers when appropriate; and shall coordinate the investment activities of the Portfolio Money Managers; and acting as a fiduciary for the Trust shall compensate the Money Managers. (5) The Adviser shall be solely responsible for paying the fees of each Portfolio Manager. (6) The Adviser Manager shall render to the Trust's Board of Directors Trustees such periodic reports concerning the Trust's and Sub-Trust's business and investments of the Fund as the Board of Directors Trustees shall reasonably request.

Investment Management Services. (1) The Adviser shall, subject to and in accordance with the investment objective and policies of the Fund and any directions which the Board of Directors may issue to the Adviser, have overall responsibility for the general management and investment of the assets and securities portfolios of the Fund. (2) The Adviser may delegate its investment responsibilities under sub-paragraph 3(B)(1) with respect to the Fund or segments thereof to one or more persons or companies (“Portfolio Manager[s]”) pursuant to an agreement between the Adviser, the Company and each such Portfolio Manager (“Sub-Advisory Sub‑Advisory Agreement”). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Fund and shall make all determinations with respect to the investment of the Fund’s assets assigned to the Portfolio Manager and the purchase and sale of portfolio securities with those assets, and such steps as may be necessary to implement its decision. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the 1940 Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser shall not be responsible or liable for the investment merits of any decision by a Portfolio Manager to purchase, hold or sell a security for the Fund’s portfolio. (3) The Adviser shall develop overall investment programs and strategies for the Fund, or segments thereof, shall revise such programs as necessary, and shall monitor and report periodically to the Board of Directors concerning the implementation of the programs. (4) The Adviser shall research and evaluate Portfolio Managers and shall advise the Board of Directors of the Company of the Portfolio Managers which the Adviser believes are best-suited to invest the assets of the Fund; shall monitor and evaluate the investment performance of each Portfolio Manager; shall determine the portion of the Fund’s assets to be managed by each Portfolio Manager; shall recommend changes or additions of Portfolio Managers when appropriate; and shall coordinate the investment activities of the Portfolio Managers. (5) The Adviser shall be solely responsible for paying the fees of each Portfolio Manager. (6) The Adviser shall render to the Board of Directors such periodic reports concerning the business and investments of the Fund as the Board of Directors shall reasonably request.

Investment Management Services. (1) The Adviser shall, subject ). Accessor Funds and the Manager intend to and in accordance with the investment objective and policies of the Fund and any directions which the Board of Directors may issue to the Adviser, have overall responsibility for the general management and investment of the assets and securities portfolios of the Fund. (2) The Adviser may delegate its investment responsibilities under sub-paragraph 3(B)(1) with respect to the Fund or segments thereof to appoint one or more persons or companies (“Portfolio Manager[s]”"Money Manager(s)") pursuant to an agreement between for each of the AdviserFunds or segments thereof, the Company and each such Portfolio Money Manager (“Sub-Advisory Agreement”). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Fund and shall make all determinations with respect to the investment of the a Fund’s assets 's assets, or portion thereof, assigned to the Portfolio Money Manager and the purchase and sale of portfolio securities with those assets, and such steps as may be necessary to implement its decision. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser Manager shall not be responsible or liable for the investment merits of any decision by a Portfolio Money Manager to purchase, hold or sell a security for a Fund, except to the extent the Manager acts as Money Manager for a Fund’s portfolio, or portion thereof. (2). The Manager shall, subject to and in accordance with the investment objectives and policies of Accessor Funds and each Fund and any directions which Accessor Funds' Board of Directors may issue to the Manager, have: (i) overall supervisory responsibility for the general management and investment of Accessor Funds' assets and securities portfolios; and (ii) full investment discretion to make all determinations with respect to the investment of Fund assets not assigned to another Money Manager. (3) ). The Adviser Manager shall develop overall investment programs and strategies for the each Fund, or segments portion thereof, shall revise such programs and strategies as necessary, and shall monitor and report periodically to the Board of Directors of Accessor Funds concerning the implementation of the programsprograms and strategies. (4) ). The Adviser Manager shall research and evaluate Portfolio Money Managers and shall advise the Board of Directors of the Company Accessor Funds of the Portfolio Money Managers which the Adviser believes are best-suited to invest the assets of the each Fund; shall monitor and evaluate the investment performance of each Portfolio ManagerMoney Manager employed by Accessor Funds; shall determine the portion of the each Fund’s 's assets to be managed manages by each Portfolio Money Manager; shall recommend changes or additions of Portfolio Money Managers when appropriate; and shall coordinate the investment activities of if the Portfolio Money Managers. (5) ). The Adviser shall be solely responsible for paying the fees of each Portfolio Manager. (6) The Adviser Manager shall render to the Accessor Fund's Board of Directors such periodic reports repots concerning the Accessor Fund's and Funds' business and investments of the Fund as the Board of Directors shall reasonably request.

Investment Management Services. (1a) The Adviser shall, Manager shall have overall supervisory responsibility for the general management and investment of the assets and portfolio securities of each Fund subject to and in accordance with the investment objective and policies of the Fund each Fund, and any directions which the Trust's Board of Directors Trustees may issue to the Adviser, have overall responsibility for the general management and investment of the assets and securities portfolios of the FundManager from time to time. (2b) The Adviser may delegate its Manager shall provide overall investment responsibilities under sub-paragraph 3(B)(1) with respect programs and strategies for each Fund, shall revise such programs as necessary and shall monitor and report periodically to the Fund or segments thereof Board of Trustees concerning the implementation of the programs. (c) The Manager, with the approval of the Board of Trustees of the Trust as to particular appointments, intends to (i) appoint one or more persons or companies (“Portfolio Manager[s]”the "Adviser") pursuant to an agreement between the Adviser, the Company and each such Portfolio Manager (“Sub-Advisory Agreement”). Each Sub-Advisory Agreement may provide that the Portfolio Managerand, subject to the control terms and supervision conditions of this Agreement, the Board of Directors and the Adviser, Adviser shall have full investment discretion for the Fund and shall make all determinations with respect to the investment of the each Fund’s 's assets assigned to the Portfolio Manager and the purchase and sale of portfolio securities with those assets, and (ii) take such steps as may be necessary to implement its decisionsuch appointments. Any delegation of duties pursuant to this paragraph The Manager shall comply with any applicable provisions of Section 15 be solely responsible for paying the fees and expenses of the Act, except Adviser for its services to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar reliefFunds. Adviser The Manager shall not be responsible or liable for the investment merits of any decision by a Portfolio Manager the Adviser to purchase, hold or sell a portfolio security for the Fund’s portfolioFunds. (3d) The Adviser Manager shall develop overall investment programs and strategies for the Fund, or segments thereof, shall revise such programs as necessary, evaluate advisers and shall monitor and report periodically recommend to the Board of Directors concerning Trustees the implementation of the programs. (4) The Adviser shall research and evaluate Portfolio Managers and shall advise the Board of Directors of the Company of the Portfolio Managers adviser which the Adviser Manager believes are best-is best suited to invest the assets of the each Fund; shall monitor and evaluate the investment performance of each Portfolio Manager; shall determine the portion of the Fund’s assets to be managed by each Portfolio ManagerAdviser; shall recommend changes or additions of Portfolio Managers in the Adviser when appropriate; and shall coordinate the investment activities of the Portfolio ManagersAdviser to ensure compliance with applicable restrictions and limitations applicable to the Fund; and shall compensate the Adviser. (5e) The Adviser Manager shall render regular reports to the Trust, at regular meetings of the Board of Trustees, of, among other things, the portfolio investments of the Funds and measurement and analysis of the results achieved by the Funds. (f) The Manager shall employ or provide and compensate the executive, administrative, secretarial and clerical personnel necessary to provide the services set forth in this subparagraph 2B, and shall bear the expense thereof, except as may otherwise be solely responsible for paying provided in Section 4 of this Agreement. The Manager shall also compensate all officers and employees of the fees Trust who are officers or employees of each Portfolio the Manager. (6g) The Adviser Manager shall render pay all expenses incurred in connection with the sale or distribution of a Fund's shares; however, with respect to the Board Profit ▇▇▇▇▇ Value Fund, the Manager shall pay such expenses only to the extent such expenses are not assumed by the Profit ▇▇▇▇▇ Value Fund under the Trust's Plan of Directors such periodic reports concerning the business and investments of the Fund as the Board of Directors shall reasonably requestDistribution.

Investment Management Services. (1) The Adviser shall, subject to and in accordance with the investment objective and policies of the Fund and any directions which the Board of Directors may issue to the Adviser, Manager shall have overall supervisory responsibility for the general management and investment of the Trust's assets and securities portfolios portfolio subject to and in accordance with the investment objectives, policies and restrictions of the FundTrust, and any directions which the Trust's Trustees may issue to the Manager from time to time. (2) The Adviser may delegate its Manager shall provide overall investment responsibilities under sub-paragraph 3(B)(1) with respect programs and strategies for the Trust, shall revise such programs as necessary and shall monitor and report periodically to the Fund or segments thereof Trustees concerning the implementation of the programs. (3) The Trust and the Manager intend to appoint one or more persons or companies (“"Portfolio Manager[s]”) pursuant to an agreement between the AdviserManagers"), the Company and each such Portfolio Manager (“Sub-Advisory Agreement”). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Fund and shall to make all determinations with respect to the investment and reinvestment of the Fund’s portion of the Trust's assets assigned to the that Portfolio Manager and the purchase and sale of portfolio securities with those assets, all within the Trust's investment objectives, policies and restrictions, and the Trust will take such steps as may be necessary to implement its decisionsuch appointments. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser The Manager shall not be responsible or liable for the investment merits of any decision by a Portfolio Manager to purchase, hold or sell a security for the Fund’s portfolio. (3) The Adviser shall develop overall investment programs and strategies for the Fund, or segments thereof, shall revise such programs as necessary, and shall monitor and report periodically to the Board of Directors concerning the implementation portfolio of the programs. (4) Trust. The Adviser shall research and evaluate Portfolio Managers and Manager shall advise the Board of Directors Trustees of the Company of the Trust which Portfolio Managers which the Adviser Manager believes are best-best suited to invest the assets of the FundTrust; shall monitor and evaluate the investment performance of each Portfolio ManagerManager employed by the Trust; shall determine allocate and reallocate the portion of the Fund’s Trust's assets to be managed by each Portfolio Manager; shall recommend changes of or additions of additional Portfolio Managers when appropriatedeemed appropriate by the Manager; and shall coordinate and monitor the investment activities of the Portfolio Managers to ensure compliance with the Trust's investment objectives, policies and restrictions and applicable laws, including the Investment Company Act and the Internal Revenue Code of 1986, as amended; shall have full investment discretion to make all determinations with respect to the investment of the Trust's assets not then managed by a Portfolio Manager; and shall implement procedures reasonably designed to ensure that the Portfolio Managers comply with the Trust's investment objectives, policies and restrictions. (4) The Manager shall render regular reports to the Trust, at regular meetings of the Trustees, of, among other things, the decisions that it has made with respect to the allocation of the Trust's assets among Portfolio Managers. (5) The Adviser Manager shall be solely responsible for paying the fees of each Portfolio Manager. (6) The Adviser shall render comply - and to the Board of Directors such periodic reports concerning extent the business and investments Manager takes or is required to take action on behalf of the Fund Trust hereunder shall cause the Trust to comply - with all applicable requirements of the Investment Company Act and other applicable laws, rules, regulations, orders and codes of ethics, as well as all investment objectives, policies, restrictions and procedures adopted by the Board Trust and the Trust's registration statement on Form N-2, Declaration of Directors shall reasonably requestTrust and By-laws.

Investment Management Services. (1) The Adviser shall, subject Trust intends to and in accordance with the investment objective and policies of the Fund and any directions which the Board of Directors may issue to the Adviser, have overall responsibility for the general management and investment of the assets and securities portfolios of the Fund. (2) The Adviser may delegate its investment responsibilities under sub-paragraph 3(B)(1) with respect to the Fund or segments thereof to appoint one or more persons or companies (“Portfolio Money Manager[s]”) pursuant to an agreement between for each of the AdviserSub-Trusts or segments thereof, the Company and each such Portfolio Money Manager (“Sub-Advisory Agreement”). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Fund and shall make all determinations with respect to the investment of the Funda Sub-Trust’s assets assigned to the Portfolio Money Manager and the purchase and sale of portfolio securities with those assets, and such steps as may be necessary to implement its decision. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser The Manager shall not be responsible or liable for the investment merits of o any decision by a Portfolio Money Manager to purchase, hold hold, or sell a security for a Sub-Trust portfolio. (2) The Manager shall, subject to and in accordance with the Fundinvestment objectives and policies of the Trust and each Sub-Trust and any directions which the Trust’s portfolioBoard of Trustees may issue to the Manager, have: (i) overall supervisory responsibility for the general management and investment of the Trust’s assets and securities portfolios; and (ii) full investment discretion to make all determinations with respect to the investment of Sub-Trust assets not assigned to a Money Manager. (3) The Adviser Manager shall develop overall investment programs and strategies for the Fundeach Sub-Trust, or segments thereof, shall revise such programs as necessary, and shall monitor and report periodically to the Board of Directors Trustees concerning the implementation of the programsPrograms. (4) The Adviser Manager shall research and evaluate Portfolio Money Managers and shall advise the Board of Directors Trustees of the Company Trust of the Portfolio Money Managers which the Adviser Manager believes are best-best suited to invest the assets of the Fundeach Sub-Trust; shall monitor and evaluate the investment performance of each Portfolio ManagerMoney Manager employed by the Trust; shall determine the portion of the Fundeach Sub-Trust’s assets to be managed by each Portfolio Money Manager; shall recommend changes or additions of Portfolio Money Managers when appropriate; and shall coordinate the investment activities of the Portfolio Money Managers; and acting as a fiduciary for the Trust shall compensate the Money Managers. (5) The Adviser shall be solely responsible for paying the fees of each Portfolio Manager. (6) The Adviser Manager shall render to the Trust’s Board of Directors Trustees such periodic reports concerning the Trust’s and Sub-Trust’s business and investments of the Fund as the Board of Directors Trustees shall reasonably request.

Investment Management Services. (1) The Adviser shall, subject to and in accordance with the investment objective and policies of the Fund and any directions which the Board of Directors may issue to the Adviser, Manager shall have overall supervisory responsibility for the general management and investment of the Trust's assets and securities portfolios portfolio subject to and in accordance with the investment objectives and policies of the FundTrust, and any directions which the Trust's Trustees may issue to the Manager from time to time. (2) The Adviser may delegate its Manager shall provide overall investment responsibilities under sub-paragraph 3(B)(1) with respect programs and strategies for the Trust, shall revise such programs as necessary and shall monitor and report periodically to the Fund or segments thereof Trustees concerning the implementation of the programs. (3) The Trust and the Manager intend to appoint one or more persons or companies (“"Portfolio Manager[s]”) pursuant to an agreement between the AdviserManagers"), the Company and each such Portfolio Manager (“Sub-Advisory Agreement”). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Fund and shall to make all determinations with respect to the investment and reinvestment of the Fund’s portion of the Trust's assets assigned to the that Portfolio Manager and the purchase and sale of portfolio securities with those assets, all within the Trust's investment objectives, policies and restrictions, and the Trust will take such steps as may be necessary to implement its decisionsuch appointments. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser The Manager shall not be responsible or liable for the investment merits of any decision by a Portfolio Manager to purchase, hold or sell a security for the Fund’s portfolio. (3) The Adviser shall develop overall investment programs and strategies for the Fund, or segments thereof, shall revise such programs as necessary, and shall monitor and report periodically to the Board of Directors concerning the implementation portfolio of the programs. (4) Trust. The Adviser shall research and evaluate Portfolio Managers and Manager shall advise the Board of Directors Trustees of the Company of the Trust which Portfolio Managers which the Adviser Manager believes are best-best suited to invest the assets of the FundTrust; shall monitor and evaluate the investment performance of each Portfolio ManagerManager employed by the Trust; shall determine allocate and reallocate the portion of the Fund’s Trust's assets to be managed by each Portfolio Manager; shall recommend changes of or additions of additional Portfolio Managers when appropriate; and deemed appropriate by the Manager shall coordinate and monitor the investment activities of the Portfolio Managers. (5) The Adviser Managers to ensure compliance with the Trust's investment policies and restrictions and applicable laws, including the Investment Company Act and the Internal Revenue Code of 1986, as amended; and shall be solely responsible for paying have full investment discretion to make all determinations with respect to the fees investment of each the Trust's assets not then managed by a Portfolio Manager. (64) The Adviser Manager shall render regular reports to the Board of Directors such periodic reports concerning the business and investments Trust, at regular meetings of the Fund as Trustees, of, among other things, the Board decisions that it has made with respect to the allocation of Directors shall reasonably requestthe Trust's assets among Portfolio Managers.

Investment Management Services. 3.1 The Manager shall provide the following Investment Management Services: (1a) The Adviser shallidentify investment opportunities: (i) endeavour to identify and develop investment opportunities that meet the Investment Mandate; (ii) where appropriate, subject carry out such due diligence, and engage such advisers in accordance with this Agreement, as is reasonable to assess any investment opportunity that falls within the Investment Mandate and to determine the structure and terms of any such opportunity; and (iii) purchase or acquire Securities on behalf of the Company or any Investment Entity in accordance with the investment objective Investment Mandate on terms that the Manager reasonably believes are prudent and policies in the best interests of the Fund and any directions which the Board of Directors may issue to the Adviser, have overall responsibility for the general management and investment of the assets and securities portfolios of the FundCompany. (2b) The Adviser may delegate its the Manager must use reasonable endeavours to offer, or arrange to be offered, an investment responsibilities under sub-paragraph 3(B)(1) with respect opportunity that falls within the parameters of the SIPO to the Fund or segments thereof Company, before arranging for that opportunity to one or more persons or companies be offered to a third party; (“Portfolio Manager[s]”c) pursuant to an agreement between the Adviser, the Company and each such Portfolio Manager (“Sub-Advisory Agreement”). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision requirements of the Board of Directors and the AdviserSIPO, shall have full investment discretion arrange borrowings for the Fund and shall make all determinations with respect to Company; (d) monitor the investment performance of the Fund’s assets assigned Portfolio; (e) manage and negotiate on behalf of the Company in respect of any divestment of Portfolio Securities, a Portfolio Entity or any interest in an Investment Entity; (f) where the Manager considers it appropriate and has the power to do so on behalf of the Company: (i) provide advice to a Portfolio Manager and Entity on behalf of the purchase and sale of portfolio securities with those assetsCompany, and such steps as may be necessary to implement its decision. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Act, except to the extent required, and subject to clause 2.6 to clause 2.8, procure and arrange a range of advisory support services to be provided to identified investment opportunities and Portfolio Entities; (ii) attend, vote and represent the Company at any meeting of the creditors or Security holders of a Portfolio Entity; (iii) commence, pursue, compromise or settle any litigation or arbitration proceedings in respect of a Portfolio Entity; and (iv) prove debts, enter into compositions with other creditors and take or join proceedings for having any Portfolio Entity wound up; (g) where the Manager considers it appropriate and has the power to do so: (i) arrange for representation on the boards of Portfolio Entities; (ii) appoint or remove officers (including directors and managers), employees, agents, sub-contractors or arrange management of Portfolio Entities; and (iii) exercise powers of management itself in respect of a Portfolio Entity; and (h) assist the Company to realise an investment in a Portfolio Entity. 3.2 The Manager may, on behalf of the Company, invest surplus cash in short-dated government or bank Securities or such other Securities permitted by any exemptive order of the Securities and Exchange Commission Investment Mandate, or similar relief. Adviser shall not which may otherwise be responsible or liable for approved by the investment merits of any decision by a Portfolio Manager to purchase, hold or sell a security for the Fund’s portfolioBoard. (3) 3.3 The Adviser shall develop overall investment programs and strategies for the Fund, Manager may enter into any underwriting or segments thereof, shall revise such programs as necessary, and shall monitor and report periodically to the Board of Directors concerning the implementation of the programs. (4) The Adviser shall research and evaluate Portfolio Managers and shall advise the Board of Directors sub-underwriting contract on behalf of the Company provided that the liability of the Portfolio Managers which Company under the Adviser believes are bestunderwriting or sub-suited to invest underwriting is consistent with the assets Investment Mandate, or is otherwise approved by the Board in writing. All commissions and fees payable under such contracts shall be income of the Fund; shall monitor Company, and evaluate the investment performance of each Portfolio Manager; shall determine the portion any Securities or other property acquired pursuant to such contracts will form part of the Fund’s assets to be managed by each Portfolio Manager; shall recommend changes or additions of Portfolio Managers when appropriate; and shall coordinate the investment activities of the Portfolio ManagersPortfolio. (5) 3.4 The Adviser shall be solely responsible for paying the fees of each Portfolio Manager. (6) The Adviser shall render Manager is not required to dispatch to the Board Company any notice of Directors such periodic reports concerning the business and investments of the Fund as the Board of Directors shall reasonably requestmeeting relating to any Portfolio Entity.

Investment Management Services. (1) The Adviser shall, subject Trust intends to and in accordance with the investment objective and policies of the Fund and any directions which the Board of Directors may issue to the Adviser, have overall responsibility for the general management and investment of the assets and securities portfolios of the Fund. (2) The Adviser may delegate its investment responsibilities under sub-paragraph 3(B)(1) with respect to the Fund or segments thereof to appoint one or more persons or companies (“Portfolio "Money Manager[s]”") pursuant to an agreement between for each of the AdviserSub-Trusts or segments thereof, the Company and each such Portfolio Money Manager (“Sub-Advisory Agreement”). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Fund and shall make all determinations with respect to the investment of the Fund’s a Sub-Trust's assets assigned to the Portfolio Money Manager and the purchase and sale of portfolio securities with those assets, and such steps as may be necessary to implement its decision. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser The Manager shall not be responsible or liable for the investment merits of any decision by a Portfolio Money Manager to purchase, hold hold, or sell a security for a Sub-Trust portfolio. (2) The Manager shall, subject to and in accordance with the Fund’s portfolioinvestment objectives and policies of the Trust and each Sub-Trust and any directions which the Trust's Board of Trustees may issue to the Manager, have: (i) overall supervisory responsibility for the general management and investment of the Trust's assets and securities portfolios; and (ii) full investment discretion to make all determinations with respect to the investment of Sub-Trust assets not assigned to a Money Manager. (3) The Adviser Manager shall develop overall investment programs and strategies for the Fundeach Sub-Trust, or segments thereof, shall revise such programs as necessary, and shall monitor and report periodically to the Board of Directors Trustees concerning the implementation of the programs. (4) The Adviser Manager shall research and evaluate Portfolio Money Managers and shall advise the Board of Directors Trustees of the Company Trust of the Portfolio Money Managers which the Adviser Manager believes are best-best suited to invest the assets of the Fundeach Sub- Trust; shall monitor and evaluate the investment performance of each Portfolio ManagerMoney Manager employed by the Trust; shall determine the portion of the Fund’s each Sub-Trust's assets to be managed by each Portfolio Money Manager; shall recommend changes or additions of Portfolio Money Managers when appropriate; and shall coordinate the investment activities of the Portfolio Money Managers; and acting as a fiduciary for the Trust shall compensate the Money Managers. (5) The Adviser shall be solely responsible for paying the fees of each Portfolio Manager. (6) The Adviser Manager shall render to the Trust's Board of Directors Trustees such periodic reports concerning the Trust's and Sub-Trust's business and investments of the Fund as the Board of Directors Trustees shall reasonably request.

Investment Management Services. (1) The Adviser shall, subject to and in accordance with the investment objective and policies of the Fund and any directions which the Board of Directors may issue to the Adviser, Manager shall have overall supervisory responsibility for the general management and investment of the Fund’s assets and securities portfolios portfolio subject to and in accordance with the investment objectives, policies and restrictions of the Fund, and any directions which the Fund’s Directors may issue to the Manager from time to time. (2) The Adviser may delegate its Manager shall provide overall investment responsibilities under sub-paragraph 3(B)(1) with respect programs and strategies for the Fund, shall revise such programs as necessary and shall monitor and report periodically to the Directors concerning the implementation of the programs. (3) The Fund or segments thereof and the Manager intend to appoint one or more persons or companies (“Portfolio Manager[s]Managers”) pursuant to an agreement between the Adviser), the Company and each such Portfolio Manager (“Sub-Advisory Agreement”). Each Sub-Advisory Agreement may provide that the Portfolio Manager, subject to the control and supervision of the Board of Directors and the Adviser, shall have full investment discretion for the Fund and shall to make all determinations with respect to the investment and reinvestment of the portion of the Fund’s assets assigned to the that Portfolio Manager and the purchase and sale of portfolio securities with those assets, all within the Fund’s investment objectives, policies and restrictions, and the Fund will take such steps as may be necessary to implement its decisionsuch appointments. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. Adviser The Manager shall not be responsible or liable for the investment merits of any decision by a Portfolio Manager to purchase, hold or sell a security for the Fund’s portfolio. (3) The Adviser shall develop overall investment programs and strategies for portfolio of the Fund, or segments thereof, shall revise such programs as necessary, and shall monitor and report periodically to the Board of Directors concerning the implementation of the programs. (4) . The Adviser shall research and evaluate Portfolio Managers and Manager shall advise the Board of Directors of the Company of the Fund which Portfolio Managers which the Adviser Manager believes are best-best suited to invest the assets of the Fund; shall monitor and evaluate the investment performance of each Portfolio ManagerManager employed by the Fund; shall determine allocate and reallocate the portion of the Fund’s assets to be managed by each Portfolio Manager; shall recommend changes of or additions of additional Portfolio Managers when appropriatedeemed appropriate by the Manager; and shall coordinate and monitor the investment activities of the Portfolio Managers to ensure compliance with the Fund’s investment objectives, policies and restrictions and applicable laws, including the Investment Company Act and the Internal Revenue Code of 1986, as amended; shall have full investment discretion to make all determinations with respect to the investment of the Fund’s assets not then managed by a Portfolio Manager; and shall implement procedures reasonably designed to ensure that the Portfolio Managers comply with the Fund’s investment objectives policies and restrictions. (4) The Manager shall render regular reports to the Fund, at regular meetings of the Directors, of, among other things, the decisions that it has made with respect to the allocation of the Fund’s assets among Portfolio Managers. (5) The Adviser Manager shall be solely responsible for paying the fees of each Portfolio Manager. (6) The Adviser shall render comply – and to the Board of Directors such periodic reports concerning extent the business and investments Manager takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply – with all applicable requirements of the Investment Company Act and other applicable laws, rules, regulations, orders and codes of ethics, as well as all investment objectives, policies, restrictions and procedures adopted by the Board Fund and the Fund’s registration statement on Form N-2, Articles of Directors shall reasonably requestIncorporation and By-laws.