Common use of Other Activities and Investments Clause in Contracts

Other Activities and Investments. (a) This Agreement shall not restrict in any way the ability of the Investment Advisor and its affiliates to engage in any other business or investment activities. It is expressly understood that the Investment Advisor and its affiliates may effect investment transactions for their own account and for the accounts of other customers (generally, “Clients”) which may or may not be affiliated with the Company, and the Company further understands and agrees that nothing herein shall restrict the ability of the Investment Advisor and its affiliates to engage in any such transactions 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 consent of the Board (whether consented to before or ratified after the fact), cause the Company to purchase any asset from, or sell any asset to, the Investment Advisor or any Client account which the Investment Advisor is the investment advisor to or is otherwise a beneficial owner of. Notwithstanding the foregoing, 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 such trades. (b) It is understood that when the Investment Advisor determines that it would be appropriate for the Company and one or more 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 Clients on an equitable basis. In such situations, the Investment Advisor may place orders for the Company and each Client simultaneously and if all such orders are not filled at the same price, the Investment Advisor may cause the Company and each Client to pay or receive the average of the prices at which such orders were filled 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 Company and the Clients the securities traded in a manner which the Investment Advisor considers equitable, taking into account the size of the order placed for the Company and each 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 the affairs of the Company and is not required to accord exclusivity or priority to the 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 the Investment Advisor and or any of 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 accounts and for the accounts of other customers (generally, “Clients”) Managed Accounts which may or may not be affiliated with the Companyany Participant, and the Company Venture and the Participants further understands understand and agrees agree that nothing herein shall restrict the ability of the Investment Advisor and or its affiliates Affiliates to engage in any such transactions notwithstanding the fact that the Company Venture or Participants may have have, by virtue of this Agreement or otherwise, or may take a position of any kind; provided, however, that the Investment Advisor shall not, without the prior written consent of the Board applicable Board, either (whether consented i) purchase pursuant to before or ratified after the fact), cause the Company to purchase this Agreement any asset Asset from, or sell pursuant to this Agreement, any asset Asset to, the Investment Advisor or any Client account Managed Account which the 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; 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 sale after the fact. Notwithstanding the foregoing, the Investment Advisor may cause the Company Venture and Clients Managed Accounts that invest in parallel with the Company therewith to enter into book account trades in the ordinary course of business transferring portions of investments among the Venture and all such Clients’ accounts Managed Accounts in order to reflect changes in the size of the Company Venture relative to the size of such Clients’ accounts Managed Accounts without the need for consent or ratification by the Board of any such trades. (bc) It is understood that when the Investment Advisor determines that it would be appropriate for the Company Venture and one or more of the Investment Advisor’s (or its affiliatesAffiliates’) other Clients Managed Accounts to participate in an investment opportunity, the Investment Advisor will seek to execute orders for, or otherwise allocate such opportunities to, the Company Venture and such Clients Managed Accounts on an equitable basis. In such situations, the Investment Advisor may place orders for the Company Venture and each Client Managed Account simultaneously and if all such orders are not filled at the same price, the Investment Advisor may cause the Company Venture and each Client Managed Account to pay or receive the average of the prices at which such orders were filled for the Company Venture and all other ClientsManaged Accounts. If all such orders cannot be fully executed under prevailing market conditions, the Investment Advisor may allocate among the Company Venture and the Clients Managed Accounts 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 Venture and each such Client Managed Account 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 the affairs of the Company its duties under this Agreement and is not required to accord exclusivity or priority to the Company Venture or the Participants 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 and or any of 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 accounts and for the other accounts of other customers (generally, “Clients”) they manage which may or may not be affiliated with the CompanyCollateral Assets and the Client, and the Company further understands and agrees that nothing herein shall restrict the ability of the Investment Advisor and or its affiliates Affiliates to engage in any such transactions notwithstanding the fact that the Company may have or may take a position of any kindtransactions; provided, however, that the Investment Advisor shall not, without the prior written consent of the Client’s Board either (whether consented to before or ratified after the fact), cause the Company to i) purchase any asset Collateral Asset from, or sell any asset Collateral Asset to, the Investment Advisor or any Client other 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, the Investment Advisor may cause the Company and Clients that invest in parallel with the Company to or (ii) enter into book account trades in any transaction that would constitute a “principal transaction” under the ordinary course U.S. Investment Advisers Act of business transferring portions of investments among all such Clients’ accounts in order to reflect changes in 1940, as amended (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 such trades“Advisers Act”). (bc) It is understood that when the Investment Advisor determines that it would be appropriate for the Company and more than one or more of the Investment Advisor’s (or its affiliates’) other Clients account it manages 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 Clients accounts on an equitable basis. In such situations, the Investment Advisor may place orders for the Company and each Client account simultaneously and if all such orders are not filled at the same price, the Investment Advisor may cause the Company and each Client account that is participating to pay or receive the average of the prices at which such orders were filled for the Company and all other Clientsfilled. If all such orders cannot be fully executed under prevailing market conditions, the Investment Advisor may allocate among the Company and the Clients accounts 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 such Client account 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 the affairs of the Company its duties under this Agreement and is not required to accord exclusivity or priority to the Company 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 the Investment Advisor and or any of 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 accounts and for the accounts of other customers (generally, “Clients”) Managed Accounts which may or may not be affiliated with the CompanyPartnership or any Partner, and the Company further understands and agrees that nothing herein shall restrict the ability of the Investment Advisor and or its affiliates Affiliates to engage in any such transactions notwithstanding the fact that the Company Partnership may have have, by virtue of this Agreement or otherwise, or may take a position of any kind; provided, however, that the Investment Advisor shall not, without the prior written consent of the applicable Board (whether consented to before or ratified after the fact), cause the Company to Partnership to, either (i) purchase any asset Asset from, or sell any asset Asset to, the Investment Advisor or any Client account Managed Account which the 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; 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 sale after the fact. Notwithstanding the foregoing, the Investment Advisor may cause the Company Partnership and Clients Managed Accounts that invest in parallel with the Company therewith to enter into book account trades in the ordinary course of business transferring portions of investments among the Partnership and all such Clients’ accounts Managed Accounts in order to reflect changes in the size of the Company Partnership relative to the size of such Clients’ accounts Managed Accounts without the need for consent or ratification by the Board of any such trades. (bc) It is understood that when the Investment Advisor determines that it would be appropriate for the Company Partnership and one or more of the Investment Advisor’s (or its affiliates’) other Clients Managed Accounts to participate in an investment opportunity, the Investment Advisor will seek to execute orders for, or otherwise allocate such opportunities to, the Company Partnership and such Clients Managed Accounts on an equitable basis. In such situations, the Investment Advisor may place orders for the Company Partnership and each Client Managed Account simultaneously and if all such orders are not filled at the same price, the Investment Advisor may cause the Company Partnership and each Client Managed Account to pay or receive the average of the prices at which such orders were filled for the Company Partnership and all other ClientsManaged Accounts. If all such orders cannot be fully executed under prevailing market conditions, the Investment Advisor may allocate among the Company Partnership and the Clients Managed Accounts 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 Partnership and each such Client Managed Account 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 the affairs of the Company its duties under this Agreement and is not required to accord exclusivity or priority to the Company Partnership 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 the Investment Advisor and or any of 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 of other customers (generally, “Clients”) Managed Accounts which may or may not be affiliated with the Companyany Participant, and the Company Venture and the Participants further understands understand and agrees agree that nothing herein shall restrict the ability of the Investment Advisor and or its affiliates Affiliates to engage in any such transactions notwithstanding the fact that the Company Venture or Participants may have have, by virtue of this Agreement or otherwise, or may take a position of any kind; provided, however, that the Investment Advisor shall not, without the prior written consent of the Board (whether consented applicable Board, purchase pursuant to before or ratified after the fact), cause the Company to purchase this Agreement any asset Asset from, or sell pursuant to this Agreement, any asset Asset to, the Investment Advisor or any Client account Managed Account which the 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 sale after the fact. Notwithstanding the foregoing, the Investment Advisor may cause the Company Venture and Clients Managed Accounts that invest in parallel with the Company therewith to enter into book account trades in the ordinary course of business transferring portions of investments among the Venture and all such Clients’ accounts Managed Accounts in order to reflect changes in the size of the Company Venture relative to the size of such Clients’ accounts Managed Accounts without the need for consent or ratification by the Board of any such trades. (bc) It is understood that when the Investment Advisor determines that it would be appropriate for the Company Venture and one or more of the Investment Advisor’s (or its affiliatesAffiliates’) other Clients Managed Accounts to participate in an investment opportunity, the Investment Advisor will seek to execute orders for, or otherwise allocate such opportunities to, the Company Venture and such Clients Managed Accounts on an equitable basis. In such situations, the Investment Advisor may place orders for the Company Venture and each Client Managed Account simultaneously and if all such orders are not filled at the same price, the Investment Advisor may cause the Company Venture and each Client Managed Account to pay or receive the average of the prices at which such orders were filled for the Company Venture and all other ClientsManaged Accounts. If all such orders cannot be fully executed under prevailing market conditions, the Investment Advisor may allocate among the Company Venture and the Clients Managed Accounts 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 Venture and each such Client Managed Account 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 the affairs of the Company its duties under this Agreement and is not required to accord exclusivity or priority to the Company Venture or the 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.