Common use of Other Activities and Investments Clause in Contracts

Other Activities and Investments. (a) Investment Advisor is not required to devote its full time to its duties under this Agreement, but must devote such of its time to such duties as it, in its discretion exercised in good faith, determines to be necessary to conduct the affairs contemplated by this Agreement. (b) This Agreement shall not restrict in any way the ability of Investment Advisor or any of its Affiliates to engage in any other business or investment activities. It is expressly understood that Investment Advisor and its Affiliates may effect investment transactions for their own accounts and other accounts they manage which may or may not be affiliated with the Collateral Assets and the Client, and nothing herein shall restrict the ability of Investment Advisor or its Affiliates to engage in any such transactions; provided, however, that Investment Advisor shall not, without the prior written consent of the Client’s Board either (i) purchase any Collateral Asset from, or sell any Collateral Asset to, Investment Advisor or any other account which Investment Advisor or any of its Affiliates is the investment advisor to or is otherwise a beneficial owner of, or (ii) enter into any transaction that would constitute a “principal transaction” under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”). (c) It is understood that when Investment Advisor determines that it would be appropriate for more than one account it manages to participate in an investment opportunity, Investment Advisor will seek to execute orders for, or otherwise allocate such opportunities to, such accounts on an equitable basis. In such situations, Investment Advisor may place orders for each account simultaneously and if all such orders are not filled at the same price, Investment Advisor may cause each account that is participating to pay or receive the average of the prices at which such orders were filled. If all such orders cannot be fully executed under prevailing market conditions, Investment Advisor may allocate among the accounts the securities traded in a manner which Investment Advisor considers in its reasonable discretion equitable, taking into account the size of the order placed for each account as well as any other factors which Investment Advisor deems relevant. However, Investment Advisor is not obligated to devote any specific amount of time to its duties under this Agreement and is not required to accord exclusivity or priority to the Client in the management of the Collateral Assets in the event of limited investment opportunities arising from the application of speculative position limits or other factors.

Other Activities and Investments. (a) Investment Advisor is not required to devote its full time to its duties under this Agreement, but must devote such of its time to such duties as it, in its discretion exercised in good faith, determines to be necessary to conduct the affairs contemplated by this Agreement. (b) This Agreement shall not restrict in any way the ability of Investment Advisor or any of its Affiliates to engage in any other business or investment activities. It is expressly understood that Investment Advisor and its Affiliates may effect investment transactions for their own accounts and other accounts they manage for Managed Accounts which may or may not be affiliated with the Collateral Assets and the ClientPartnership or any Partner, and nothing herein shall restrict the ability of Investment Advisor or its Affiliates to engage in any such transactionstransactions notwithstanding the fact that the Partnership may have, by virtue of this Agreement or otherwise, or may take a position of any kind; provided, however, that Investment Advisor shall not, without the prior written consent of the Client’s applicable Board cause the Partnership to, either (i) purchase any Collateral Asset from, or sell any Collateral Asset to, the Investment Advisor or any other account Managed Account which Investment Advisor or any of its Affiliates is the investment advisor to or is otherwise a beneficial owner of, or (ii) enter into any transaction that would constitute a “principal transaction” under the U.S. Investment Advisers Act of 1940, as amended (amended; provided further, however, that failure to obtain such prior written consent shall not be deemed a breach of this Agreement if the “Advisers Act”)applicable Board ratifies such purchase or sale after the fact. Notwithstanding the foregoing, Investment Advisor may cause the Partnership and Managed Accounts that invest in parallel therewith to enter into book account trades in the ordinary course of business transferring portions of investments among the Partnership and all such Managed Accounts in order to reflect changes in the size of the Partnership relative to the size of such Managed Accounts without the need for consent or ratification by the Board of any such trades. (c) It is understood that when Investment Advisor determines that it would be appropriate for the Partnership and one or more than one account it manages of the Managed Accounts to participate in an investment opportunity, Investment Advisor will seek to execute orders for, or otherwise allocate such opportunities to, the Partnership and such accounts Managed Accounts on an equitable basis. In such situations, Investment Advisor may place orders for the Partnership and each account Managed Account simultaneously and if all such orders are not filled at the same price, Investment Advisor may cause the Partnership and each account that is participating Managed Account to pay or receive the average of the prices at which such orders were filledfilled for the Partnership and all other Managed Accounts. If all such orders cannot be fully executed under prevailing market conditions, Investment Advisor may allocate among the accounts Partnership and the Managed Accounts the securities traded in a manner which Investment Advisor considers in its reasonable discretion equitable, taking into account the size of the order placed for the Partnership and each account such Managed Account as well as any other factors which Investment Advisor deems relevant. However, Investment Advisor is not obligated to devote any specific amount of time to its duties under this Agreement and is not required to accord exclusivity or priority to the Client in the management of the Collateral Assets Partnership in the event of limited investment opportunities arising from the application of speculative position limits or other factors.

Other Activities and Investments. (a) Investment Advisor is not required to devote its full time to its duties under this Agreement, but must devote such of its time to such duties as it, in its discretion exercised in good faith, determines to be necessary to conduct the affairs contemplated by this Agreement. (b) This Agreement shall not restrict in any way the ability of the Investment Advisor or any of and its Affiliates affiliates to engage in any other business or investment activities. It is expressly understood that the Investment Advisor and its Affiliates affiliates may effect investment transactions for their own account and for the accounts and of other accounts they manage customers (generally, “Clients”) which may or may not be affiliated with the Collateral Assets Company, and the Client, Company further understands and agrees that nothing herein shall restrict the ability of the Investment Advisor or and its Affiliates affiliates to engage in any such transactionstransactions notwithstanding the fact that the Company may have or may take a position of any kind; provided, however, that the Investment Advisor shall not, without the prior written consent of the Client’s Board either (i) whether consented to before or ratified after the fact), cause the Company to purchase any Collateral Asset asset from, or sell any Collateral Asset asset to, the Investment Advisor or any other Client account which the Investment Advisor or any of its Affiliates is the investment advisor to or is otherwise a beneficial owner of. Notwithstanding the foregoing, or (ii) the Investment Advisor may cause the Company and Clients that invest in parallel with the Company to enter into book account trades in the ordinary course of business transferring portions of investments among all such Clients’ accounts in order to reflect changes in the size of the Company relative to the size of such Clients’ accounts without the need for consent or ratification by the Board of any transaction that would constitute a “principal transaction” under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”)such trades. (cb) It is understood that when the Investment Advisor determines that it would be appropriate for the Company and one or more than one account it manages of the Investment Advisor’s (or its affiliates’) other Clients to participate in an investment opportunity, the Investment Advisor will seek to execute orders for, or otherwise allocate such opportunities to, the Company and such accounts Clients on an equitable basis. In such situations, the Investment Advisor may place orders for the Company and each account Client simultaneously and if all such orders are not filled at the same price, the Investment Advisor may cause the Company and each account that is participating Client to pay or receive the average of the prices at which such orders were filledfilled for the Company and all other Clients. If all such orders cannot be fully executed under prevailing market conditions, the Investment Advisor may allocate among the accounts Company and the Clients the securities traded in a manner which the Investment Advisor considers in its reasonable discretion equitable, taking into account the size of the order placed for the Company and each account such Client as well as any other factors which the Investment Advisor deems relevant. However, the Investment Advisor is not obligated to devote any specific amount of time to its duties under this Agreement the affairs of the Company and is not required to accord exclusivity or priority to the Client in the management of the Collateral Assets Company in the event of limited investment opportunities arising from the application of speculative position limits or other factors.

Other Activities and Investments. (a) Investment Advisor is not required to devote its full time to its duties under this Agreement, but must devote such of its time to such duties as it, in its discretion exercised in good faith, determines to be necessary to conduct the affairs contemplated by this Agreement. (b) This Agreement shall not restrict in any way the ability of Investment Advisor or any of its Affiliates to engage in any other business or investment activities. It is expressly understood that Investment Advisor and its Affiliates may effect investment transactions for their own accounts and other accounts they manage for Managed Accounts which may or may not be affiliated with the Collateral Assets any Participant, and the Client, Venture and the Participants further understand and agree that nothing herein shall restrict the ability of Investment Advisor or its Affiliates to engage in any such transactionstransactions notwithstanding the fact that the Venture or Participants may have, by virtue of this Agreement or otherwise, or may take a position of any kind; provided, however, that Investment Advisor shall not, without the prior written consent of the Client’s Board applicable Board, either (i) purchase pursuant to this Agreement any Collateral Asset from, or sell pursuant to this Agreement, any Collateral Asset to, Investment Advisor or any other account Managed Account which Investment Advisor or any of its Affiliates is the investment advisor to or is otherwise a beneficial owner of, or (ii) cause the Venture to enter into any transaction that would constitute a “principal transaction” under the U.S. Investment Advisers Act of 1940, as amended (amended; provided further, however, that failure to obtain such prior written consent shall not be deemed a breach of this Agreement if the “Advisers Act”)applicable Board ratifies such purchase or sale after the fact. Notwithstanding the foregoing, Investment Advisor may cause the Venture and Managed Accounts that invest in parallel therewith to enter into book account trades in the ordinary course of business transferring portions of investments among the Venture and all such Managed Accounts in order to reflect changes in the size of the Venture relative to the size of such Managed Accounts without the need for consent or ratification by the Board of any such trades. (c) It is understood that when Investment Advisor determines that it would be appropriate for the Venture and one or more than one account it manages of Investment Advisor’s (or its Affiliates’) other Managed Accounts to participate in an investment opportunity, Investment Advisor will seek to execute orders for, or otherwise allocate such opportunities to, the Venture and such accounts Managed Accounts on an equitable basis. In such situations, Investment Advisor may place orders for the Venture and each account Managed Account simultaneously and if all such orders are not filled at the same price, Investment Advisor may cause the Venture and each account that is participating Managed Account to pay or receive the average of the prices at which such orders were filledfilled for the Venture and all other Managed Accounts. If all such orders cannot be fully executed under prevailing market conditions, Investment Advisor may allocate among the accounts Venture and the Managed Accounts the securities traded in a manner which Investment Advisor considers in its reasonable discretion equitable, taking into account the size of the order placed for the Venture and each account such Managed Account as well as any other factors which Investment Advisor deems relevant. However, Investment Advisor is not obligated to devote any specific amount of time to its duties under this Agreement and is not required to accord exclusivity or priority to the Client in Venture or the management of the Collateral Assets Participants in the event of limited investment opportunities arising from the application of speculative position limits or other factors.

Other Activities and Investments. IAA between DMELP and Venture (1/2014) (a) Investment Advisor is not required to devote its full time to its duties under this Agreement, but must devote such of its time to such duties as it, in its discretion exercised in good faith, determines to be necessary to conduct the affairs contemplated by this Agreement. (b) This Agreement shall not restrict in any way the ability of Investment Advisor or any of its Affiliates to engage in any other business or investment activities. It is expressly understood that Investment Advisor and its Affiliates may effect investment transactions for their own accounts account and other accounts they manage for Managed Accounts which may or may not be affiliated with the Collateral Assets any Participant, and the Client, Venture and the Participants further understand and agree that nothing herein shall restrict the ability of Investment Advisor or its Affiliates to engage in any such transactionstransactions notwithstanding the fact that the Venture or Participants may have, by virtue of this Agreement or otherwise, or may take a position of any kind; provided, however, that Investment Advisor shall not, without the prior written consent of the Client’s Board either (i) applicable Board, purchase pursuant to this Agreement any Collateral Asset from, or sell pursuant to this Agreement, any Collateral Asset to, Investment Advisor or any other account Managed Account which Investment Advisor or any of its Affiliates is the investment advisor to or is otherwise a beneficial owner of; provided further, however, that failure to obtain such prior written consent shall not be deemed a breach of this Agreement if the applicable Board ratifies such purchase or (ii) sale after the fact. Notwithstanding the foregoing, Investment Advisor may cause the Venture and Managed Accounts that invest in parallel therewith to enter into book account trades in the ordinary course of business transferring portions of investments among the Venture and all such Managed Accounts in order to reflect changes in the size of the Venture relative to the size of such Managed Accounts without the need for consent or ratification by the Board of any transaction that would constitute a “principal transaction” under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”)such trades. (c) It is understood that when Investment Advisor determines that it would be appropriate for the Venture and one or more than one account it manages of Investment Advisor’s (or its Affiliates’) other Managed Accounts to participate in an investment opportunity, Investment Advisor will seek to execute orders for, or otherwise allocate such opportunities to, the Venture and such accounts Managed Accounts on an equitable basis. In such situations, Investment Advisor may place orders for the Venture and each account Managed Account simultaneously and if all such orders are not filled at the same price, Investment Advisor may cause the Venture and each account that is participating Managed Account to pay or receive the average of the prices at which such orders were filledfilled for the Venture and all other Managed Accounts. If all such orders cannot be fully executed under prevailing market conditions, Investment Advisor may allocate among the accounts Venture and the Managed Accounts the securities traded in a manner which Investment Advisor considers in its reasonable discretion equitable, taking into account the size of the order placed for the Venture and each account such Managed Account as well as any other factors which Investment Advisor deems relevant. However, Investment Advisor is not obligated to devote any specific amount of time to its duties under this Agreement and is not required to accord exclusivity or priority to the Client in Venture or the management of the Collateral Assets Participants in the event of limited investment IAA between DMELP and Venture (1/2014) opportunities arising from the application of speculative position limits or other factors.