Common use of Other Activities and Investments Clause in Contracts

Other Activities and Investments. (a) The Investment Manager and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager the conduct of its business shall reasonably require, and none of the Investment Manager or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager to the Fund are not to be deemed exclusive, and the Investment Manager is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager invest in underlying funds or other investment opportunities that limit the amount of assets and the number of accounts that they will manage, the Investment Manager may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities of underlying funds or other investment opportunities for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholders, Trustees, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager and any person controlled by or under common control with the Investment Manager may have an interest in the Fund. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund Funds as in the judgment of the Investment Manager the conduct of its business shall reasonably require, and none of the Investment Manager or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund Funds not expressly set forth herein. (b) The services of the Investment Manager to the Fund Funds are not to be deemed exclusive, and the Investment Manager is free to render similar services to others so long as its services to the Fund Funds are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager invest in underlying funds or other investment opportunities that limit the amount of assets and the number of accounts that they will manage, the Investment Manager may be required to choose between the a Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the a Fund or the size or position obtainable for or disposed by the a Fund. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities of underlying funds or other investment opportunities for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholders, Trustees, officers and employees of the a Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager and any person controlled by or under common control with the Investment Manager may have an interest in the a Fund. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager the conduct of its business shall reasonably require, and none of the Investment Manager or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager to the Fund are not to be deemed exclusive, and the Investment Manager is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager invest in underlying funds or other investment opportunities that limit the amount of assets and the number of accounts that they will manage, the Investment Manager may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities of underlying funds or other investment opportunities for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholders, TrusteesDirectors, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager and any person controlled by or under common control with the Investment Manager may have an interest in the Fund. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager the conduct of its business shall reasonably require, and none of the Investment Manager or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager to the Fund are not to be deemed exclusive, and the Investment Manager is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager invest in underlying funds or other investment opportunities that limit the amount of assets and the number of accounts that they will manage, the Investment Manager may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities of underlying funds or other investment opportunities for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholdersmembers, Trusteesmanagers, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager and any person controlled by or under common control with the Investment Manager may have an interest in the Fund. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager the conduct of its business shall reasonably require, and none of the Investment Manager or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager to the Fund are not to be deemed exclusive, and the Investment Manager is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager invest in underlying funds or other investment opportunities that limit the amount of assets and the number of accounts that they will manage, the Investment Manager may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities of underlying funds or other investment opportunities for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholders, TrusteesDirectors, officers officers, and employees of the Fund may be a shareholder, director, officer officer, or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager and any person controlled by or under common control with the Investment Manager may have an interest in the Fund. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager may have advisory, management, service service, or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager Adviser and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager Adviser the conduct of its business shall reasonably require, and none of the Investment Manager Adviser or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager Adviser to the Fund are not to be deemed exclusive, and the Investment Manager Adviser is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager Adviser invest in underlying funds or other investment opportunities that limit the amount of assets and the number of accounts that they will manage, the Investment Manager Adviser may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager Adviser will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager Adviser or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities of underlying funds or other investment opportunities for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholders, Trustees, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Investment ManagerAdviser, and in any person controlled by or under common control with the Investment ManagerAdviser, and that the Investment Manager Adviser and any person controlled by or under common control with the Investment Manager Adviser may have an interest in the Fund. It is also understood that the Investment Manager Adviser and any person controlled by or under common control with the Investment Manager Adviser may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager the conduct of its business shall reasonably require, and none of the Investment Manager or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager to the Fund are not to be deemed exclusive, and the Investment Manager is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager invest in underlying funds or other makes investments that overlap with the investment opportunities that limit objectives and guidelines of the amount of assets Fund and the number of accounts that they will manageMaster Fund, the Investment Manager may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this investment opportunities that may adversely affect be suitable for the price paid Master Fund may not be presented to or received pursued by the Fund Master Fund, and may be allocated in whole or the size or position obtainable for or disposed by the Fundin part to others. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities of underlying funds or other investment opportunities for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholders, Trustees, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager and any person controlled by or under common control with the Investment Manager may have an interest in the Fund. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager the conduct of its business shall reasonably require, and none of the Investment Manager or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager to the Fund are not to be deemed exclusive, and the Investment Manager is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager invest in underlying funds or other investment opportunities that limit the amount of assets and the number of accounts that they will manage, the Investment Manager may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 4 shall be deemed to preclude the Investment Manager or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities of underlying funds or other investment opportunities for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholders, TrusteesDirectors, officers officers, and employees of the Fund may be a shareholder, director, officer officer, or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager and any person controlled by or under common control with the Investment Manager may have an interest in the Fund. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager may have advisory, management, service service, or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager Adviser and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager Adviser the conduct of its business shall reasonably require, and none of the Investment Manager Adviser or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager Adviser to the Fund are not to be deemed exclusive, and the Investment Manager Adviser is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager Adviser invest in underlying funds or other investment opportunities that limit the amount of assets and the number of accounts that they will manage, the Investment Manager Adviser may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager Adviser will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager Adviser or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities of underlying funds or other investment opportunities for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholders, Trustees, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Investment ManagerAdviser, and in any person controlled by or under common control with the Investment ManagerAdviser, and that the Investment Manager Adviser and any person controlled by or under common control with the Investment Manager Adviser may have an interest in the Fund. It is also understood that the Investment Manager Adviser and any person controlled by or under common control with the Investment Manager Adviser may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager the conduct of its business shall reasonably require, and none of the Investment Manager or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager to the Fund are not to be deemed exclusive, and the Investment Manager is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager invest in underlying funds or other investment opportunities Investment Funds that limit the amount of assets and the number of accounts that they will manage, the Investment Manager may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities of underlying funds or other investment opportunities Investment Funds for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholders, Trustees, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager and any person controlled by or under common control with the Investment Manager may have an interest in the Fund. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager and its affiliates and any of their respective members, partners, officers, officers and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager the conduct of its business shall reasonably require, and none of the Investment Manager or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager to the Fund are not to be deemed exclusive, and the Investment Manager is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager invest in underlying funds Investment Funds or other investment opportunities types of investments that limit the amount of assets and the number of accounts that they will managemanage or where capacity or access to such investment opportunity is otherwise constrained, the Investment Manager may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding holding, or otherwise dealing with any securities of underlying funds Investment Funds or other investment opportunities co-investments in portfolio companies for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholdersinvestors, TrusteesDirectors, officers officers, and employees of the Fund may be a shareholderan investor, director, officer officer, or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager and any person controlled by or under common control with the Investment Manager may have an interest in the Fund. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager may have advisory, management, service service, or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager the conduct of its business shall reasonably require, and none of the Investment Manager or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager to the Fund are not to be deemed exclusive, and the Investment Manager is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager invest in underlying funds or other investment opportunities Investment Funds that limit the amount of assets and the number of accounts that they will manage, the Investment Manager may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities of underlying funds or other investment opportunities Investment Funds for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholders, TrusteesDirectors, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager and any person controlled by or under common control with the Investment Manager may have an interest in the Fund. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager Adviser and its affiliates and any of their respective members, partners, officers, and employees shall will devote so much of their time to the affairs of the a Fund as in the judgment of the Investment Manager Adviser the conduct of its business shall reasonably require, and none of the Investment Manager Adviser or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the a Fund not expressly set forth herein. (b) The services of the Investment Manager Adviser to the a Fund are not to be deemed exclusive, and the Investment Manager Adviser is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager Adviser invest in underlying funds or other investment opportunities that limit the amount of assets and the number of accounts that they will manage, the Investment Manager Adviser may be required to choose between the a Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager Adviser will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the a Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager Adviser or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business business, or from directly or indirectly purchasing, selling, holding holding, or otherwise dealing with any securities of underlying funds or other investment opportunities for the account of any such other business, for their own accounts, for any of their family members members, or for other clients. (c) It is understood that any of the shareholders, Trustees, officers and employees of the Fund Trust may be a shareholder, director, officer or employee of, or be otherwise interested in, the Investment ManagerAdviser, and in any person controlled by or under common control with the Investment ManagerAdviser, and that the Investment Manager Adviser and any person controlled by or under common control with the Investment Manager Adviser may have an interest in the a Fund. It is also understood that the Investment Manager Adviser and any person controlled by or under common control with the Investment Manager Adviser may have advisory, management, service service, or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager Adviser and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager Adviser the conduct of its business shall reasonably require, and none of the Investment Manager Adviser or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager Adviser to the Fund are not to be deemed exclusive, and the Investment Manager Adviser is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager Adviser invest in underlying funds or other investment opportunities that limit the amount of assets and the number of accounts that they will manage, the Investment Manager Adviser may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager Adviser will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager Adviser or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities of underlying funds or other investment opportunities for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholders, Trustees, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager Adviser and any person controlled by or under common control with the Investment Manager Adviser may have an interest in the Fund. It is also understood that the Investment Manager Adviser and any person controlled by or under common control with the Investment Manager Adviser may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund each Portfolio as in the judgment of the Investment Manager the conduct of its business shall reasonably require, and none of the Investment Manager or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund a Portfolio not expressly set forth herein. (b) The services of the Investment Manager to the Fund a Portfolio are not to be deemed exclusive, and the Investment Manager is free to render similar services to others so long as its services to the Fund a Portfolio are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager invest in underlying funds or other investment opportunities that limit the amount of assets and the number of accounts that they will manage, the Investment Manager may be required to choose between the Fund a Portfolio and other accounts or affiliated entities in making allocation decisions. The Investment Manager will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund a Portfolio or the size or position obtainable for or disposed by the Funda Portfolio. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities of underlying funds or other investment opportunities for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholders, Trustees, officers and employees of the Fund a Portfolio may be a shareholder, director, officer or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager and any person controlled by or under common control with the Investment Manager may have an interest in the Funda Portfolio. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager and its affiliates and any of their respective members, partners, officers, officers and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager the conduct of its business shall reasonably require, and none of the Investment Manager or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager to the Fund are not to be deemed exclusive, and the Investment Manager is and its affiliates are free to render investment management or similar services to others so long as its services to the Fund are not impaired therebyothers. To the extent that affiliates of, or other accounts managed by, the Investment Manager invest in underlying funds or other investment opportunities types of investments that limit the amount of assets and the number of accounts that they will managemanage or where capacity or access to such investment opportunity is otherwise constrained, the Investment Manager may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager will make allocation decisions in a manner it believes to be fair and equitable to each accountaccount under the circumstances. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 Agreement shall be deemed to preclude the Investment Manager or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding holding, or otherwise dealing with any securities of underlying funds or other investment opportunities co-investments in portfolio companies for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholdersinvestors, Trustees, officers officers, and employees of the Fund may be a shareholderan investor, director, officer officer, or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager and any person controlled by or under common control with the Investment Manager may have an interest in the Fund. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager may have advisory, management, service service, or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager Adviser and its affiliates and any of their respective members, partners, officers, officers and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager Adviser the conduct of its business shall reasonably require, and none of the Investment Manager Adviser or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager Adviser to the Fund are not to be deemed exclusive, and the Investment Manager is Adviser and its affiliates are free to render investment management or similar services to others so long as its services to the Fund are not impaired therebyothers. To the extent that affiliates of, or other accounts managed by, the Investment Manager Adviser invest in underlying funds or other investment opportunities types of investments that limit the amount of assets and the number of accounts that they will managemanage or where capacity or access to such investment opportunity is otherwise constrained, the Investment Manager Adviser may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager Adviser will make allocation decisions in a manner it believes to be fair and equitable to each accountaccount under the circumstances. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed of by the Fund. Nothing herein contained in this Section 5 Advisory Agreement shall be deemed to preclude the Investment Manager Adviser or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding holding, or otherwise dealing with any securities of underlying funds or other investment opportunities co-investments in portfolio companies for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholdersinvestors, Trusteesdirector, officers and employees of the Fund Adviser may be a shareholderan investor, director, officer or employee of, or be otherwise interested in, the Investment Manager, Sub-Adviser and in any person controlled by or under common control with the Investment Manager, Sub-Adviser and that the Investment Manager Sub-Adviser and any person controlled by or under common control with the Investment Manager Sub-Adviser may have an interest in the FundAdviser. It is also understood that the Investment Manager Adviser and any person controlled by or under common control with the Investment Manager Adviser may have advisory, management, service service, or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager the conduct of its business shall reasonably require, and none of the Investment Manager or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager to the Fund are not to be deemed exclusive, and the Investment Manager is free to render similar services to others other clients so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, clients of the Investment Manager compete for or invest in underlying funds or other investment opportunities that limit the amount of assets and the number of accounts clients that they will manage, the Investment Manager may be required to choose between the Fund and other accounts or affiliated entities in making allocation of time decisions. The Investment Manager will make allocation decisions in a manner it believes to be equitable to each accountclient. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities business ownership units of underlying funds or other investment opportunities for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholdersmembers, Trusteesmanagers, officers officers, affiliates and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested have interests in, the Investment Manager, and in any person may be controlled by or under common control with the Investment Manager, and that the Investment Manager and any person controlled by or under common control with the Investment Manager may have an interest Interest in the Fund. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager may have advisory, management, investments in, service or other contracts with other organizations and persons and may have other interests and businessbusiness in or outside the Fund.

Other Activities and Investments. (a) The Investment Manager Adviser and its affiliates and any of their respective members, partners, officers, officers and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager Adviser the conduct of its business shall reasonably require, and none of the Investment Manager Adviser or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager Adviser to the Fund are not to be deemed exclusive, and the Investment Manager is Adviser and its affiliates are free to render investment management or similar services to others so long as its services to the Fund are not impaired therebyothers. To the extent that affiliates of, or other accounts managed by, the Investment Manager Adviser invest in underlying funds or other investment opportunities types of investments that limit the amount of assets and the number of accounts that they will managemanage or where capacity or access to such investment opportunity is otherwise constrained, the Investment Manager Adviser may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager Adviser will make allocation decisions in a manner it believes to be fair and equitable to each accountaccount under the circumstances. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed of by the Fund. Nothing herein contained in this Section 5 Investment Management Agreement shall be deemed to preclude the Investment Manager Adviser or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding holding, or otherwise dealing with any securities of underlying funds or other investment opportunities co-investments in portfolio companies for the account of any such other business, for their own accounts, for any of their family members or for other clientsclients in accordance with applicable law. (c) It is understood that any of the shareholders, Trustees, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager Adviser and any person controlled by or under common control with the Investment Manager may have an interest in the Fund. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager Adviser may have advisory, management, service service, or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager and its affiliates and any of their respective members, partners, officers, officers and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager the conduct of its business shall reasonably require, and none of the Investment Manager or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager to the Fund are not to be deemed exclusive, and the Investment Manager is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager invest in underlying funds Investment Funds or other investment opportunities types of investments that limit the amount of assets and the number of accounts that they will managemanage or where capacity or access to such investment opportunity is otherwise constrained, the Investment Manager may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 6 shall be deemed to preclude the Investment Manager or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding holding, or otherwise dealing with any securities of underlying funds Investment Funds or other investment opportunities co-investments in portfolio companies for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholdersinvestors, Trustees, officers officers, and employees of the Fund may be a shareholderan investor, director, officer officer, or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager and any person controlled by or under common control with the Investment Manager may have an interest in the Fund. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager may have advisory, management, service service, or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager the conduct of its business shall reasonably require, and none of the Investment Manager or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager to the Fund are not to be deemed exclusive, and the Investment Manager is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager invest in underlying funds or other investment opportunities that limit the amount of assets and the number of accounts that they will manage, the Investment Manager may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities of underlying funds or other investment opportunities for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholders, Trusteesdirectors, officers officers, and employees of the Fund may be a shareholder, director, officer officer, or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager and any person controlled by or under common control with the Investment Manager may have an interest in the Fund. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager may have advisory, management, service service, or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) a. The Investment Manager Adviser and its affiliates and any of their respective members, partners, officers, officers and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager Adviser the conduct of its business shall reasonably require, and none of the Investment Manager Adviser or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) b. The services of the Investment Manager Adviser to the Fund are not to be deemed exclusive, and the Investment Manager Adviser is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager Adviser invest in underlying funds Investment Funds or other investment opportunities types of investments that limit the amount of assets and the number of accounts that they will managemanage or where capacity or access to such investment opportunity is otherwise constrained, the Investment Manager Adviser may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager Adviser will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 6 shall be deemed to preclude the Investment Manager Adviser or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding holding, or otherwise dealing with any securities of underlying funds Investment Funds or other investment opportunities co-investments in portfolio companies for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) c. It is understood that any of the shareholdersinvestors, Trustees, officers officers, and employees of the Fund may be a shareholderan investor, director, officer officer, or employee of, or be otherwise interested in, the Investment ManagerAdviser, and in any person controlled by or under common control with the Investment ManagerAdviser, and that the Investment Manager Adviser and any person controlled by or under common control with the Investment Manager Adviser may have an interest in the Fund. It is also understood that the Investment Manager Adviser and any person controlled by or under common control with the Investment Manager Adviser may have advisory, management, service service, or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager the conduct of its business shall reasonably require, and none of the Investment Manager or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) . The services of the Investment Manager to the Fund are not to be deemed exclusive, and the Investment Manager is free to render similar services to others so long as its services to the Fund are not impaired therebyothers. To the extent that affiliates of, or other accounts managed by, the Investment Manager invest in underlying funds or other investment opportunities that limit the amount of assets and the number of accounts that they will manage, the Investment Manager may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities of underlying funds or other investment opportunities for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) . It is understood that any of the shareholdersmembers, Trusteesmanagers, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager and any person controlled by or under common control with the Investment Manager may have an interest in the Fund. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager Adviser and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager Adviser the conduct of its business shall reasonably require, and none of the Investment Manager Adviser or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager Adviser to the Fund are not to be deemed exclusive, and the Investment Manager Adviser is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager Adviser invest in underlying funds or other investment opportunities that limit the amount of assets and the number of accounts that they will manage, the Investment Manager Adviser may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager Adviser will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager Adviser or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities of underlying funds or other investment opportunities for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholders, TrusteesDirectors, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Investment ManagerAdviser, and in any person controlled by or under common control with the Investment ManagerAdviser, and that the Investment Manager Adviser and any person controlled by or under common control with the Investment Manager Adviser may have an interest in the Fund. It is also understood that the Investment Manager Adviser and any person controlled by or under common control with the Investment Manager Adviser may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager the conduct of its business shall reasonably require, and none of the Investment Manager or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager to the Fund are not to be deemed exclusive, and the Investment Manager is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager invest in underlying funds or other makes investments that overlap with the investment opportunities that limit objectives and guidelines of the amount of assets and the number of accounts that they will manageFund, the Investment Manager may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this investment opportunities that may adversely affect the price paid or received by be suitable for the Fund may not be presented to or the size or position obtainable for or disposed pursued by the Fund, and may be allocated in whole or in part to others. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities of underlying funds or other investment opportunities for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholders, Trustees, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager and any person controlled by or under common control with the Investment Manager may have an interest in the Fund. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager Subadviser and its affiliates and any of their respective members, partners, officers, officers and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager Subadviser the conduct of its business shall reasonably require, and none of the Investment Manager Subadviser or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager Subadviser to the Fund are not to be deemed exclusive, and the Investment Manager is Subadviser and its affiliates are free to render investment management or similar services to others so long as its services to the Fund are not impaired therebyothers. To the extent that affiliates of, or other accounts managed by, the Investment Manager Subadviser invest in underlying funds or other investment opportunities types of investments that limit the amount of assets and the number of accounts that they will managemanage or where capacity or access to such investment opportunity is otherwise constrained, the Investment Manager Subadviser may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager Subadviser will make allocation decisions in a manner it believes to be fair and equitable to each accountaccount under the circumstances. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 Subadvisory Agreement shall be deemed to preclude the Investment Manager Subadviser or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding holding, or otherwise dealing with any securities of underlying funds or other investment opportunities co-investments in portfolio companies for the account of any such other business, for their own accounts, for any of their family members or for other clients. (c) It is understood that any of the shareholdersinvestors, Trusteesdirector, officers officers, and employees of the Fund Manager may be a shareholderan investor, director, officer officer, or employee of, or be otherwise interested in, the Investment ManagerSubadviser, and in any person controlled by or under common control with the Investment ManagerSubadviser, and that the Investment Manager Subadviser and any person controlled by or under common control with the Investment Manager Subadviser may have an interest in the FundManager. It is also understood that the Investment Manager Subadviser and any person controlled by or under common control with the Investment Manager Subadviser may have advisory, management, service service, or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager Management and its affiliates and any of their respective members, partners, officers, and employees shall devote so much of their time to the affairs of the Fund Company as in the judgment of the Investment Manager Management the conduct of its business shall reasonably require, and none of the Investment Manager Management or its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund Company not expressly set forth herein. (b) The services of the Investment Manager Management to the Fund Company are not to be deemed exclusive, and the Investment Manager Management is free to render similar services to others so long as its services to the Fund Company are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager Management invest in underlying funds or other investment opportunities that limit the amount of assets and the number of accounts that they will manage, the Investment Manager Management may be required to choose between the Fund Company and other accounts or affiliated entities in making allocation decisions. The Investment Manager Management will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund Company or the size or position obtainable for or disposed by the FundCompany. Nothing herein contained in this Section 5 shall be deemed to preclude the Investment Manager Management or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any securities of underlying funds or other investment opportunities for the account of any such other business, for their own accounts, for any of their family members or for other clientspartnerships. (c) It is understood that any of the shareholdersmembers, Trusteesmanagers, officers and employees of the Fund Company may be a shareholder, director, officer or employee of, or be otherwise interested in, the Investment ManagerManagement, and in any person controlled by or under common control with the Investment ManagerManagement, and that the Investment Manager Management and any person controlled by or under common control with the Investment Manager Management may have an interest in the FundCompany. It is also understood that the Investment Manager Management and any person controlled by or under common control with the Investment Manager Management may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

Other Activities and Investments. (a) The Investment Manager and its affiliates and any of their respective members, partners, officers, officers and employees shall devote so much of their time to the affairs of the Fund as in the judgment of the Investment Manager the conduct of its business shall reasonably require, and none of neither the Investment Manager or nor its affiliates shall be obligated to do or perform any act or thing in connection with the business of the Fund not expressly set forth herein. (b) The services of the Investment Manager to the Fund are not to be deemed exclusive, and the Investment Manager is free to render similar services to others so long as its services to the Fund are not impaired thereby. To the extent that affiliates of, or other accounts managed by, the Investment Manager invest in underlying investment funds or other investment opportunities types of investments that limit the amount of assets and the number of accounts that they will managemanage or where capacity or access to such investment opportunity is otherwise constrained, the Investment Manager may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Investment Manager will make allocation decisions in a manner it believes to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Fund or the size or position obtainable for or disposed by the Fund. Nothing herein contained in this Section 5 45 shall be deemed to preclude the Investment Manager or its affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business business, or from directly or indirectly purchasing, selling, holding holding, or otherwise dealing with any securities of underlying investment funds or other investment opportunities co-investments in portfolio companies for the account of any such other business, for their own accounts, for any of their family members members, or for other clients. (c) It is understood that any of the shareholdersinvestors, Trustees[Key Persons (as defined in the Fund's limited partnership agreement)], officers officers, and employees of the Fund may be a shareholderan investor, director, officer officer, or employee of, or be otherwise interested in, the Investment Manager, and in any person controlled by or under common control with the Investment Manager, and that the Investment Manager and any person controlled by or under common control with the Investment Manager may have an interest in the Fund. It is also understood that the Investment Manager and any person controlled by or under common control with the Investment Manager may have advisory, management, service service, or other contracts with other organizations and persons and may have other interests and business.