Common use of Other Activities and Investments Clause in Contracts

Other Activities and Investments. (a) The Adviser shall not be required to devote its full time to the affairs of the Accounts, but shall devote such of its time to the business and affairs of the Accounts as it shall, in its discretion exercised in good faith, determine to be necessary to conduct the affairs of each Account. The Adviser shall use that degree of ordinary care and reasonable diligence in the performance of services hereunder that an experienced and qualified provider of similar services would use. (b) The Adviser and each of its directors, officers, affiliates, employees or agents thereof may engage in or possess an interest in other business ventures or commercial dealings of every kind and description, independently or with others, including, but not limited to, management of other accounts, investment in, or financing, acquisition and disposition of, securities, investment and management counseling, brokerage services, serving as directors, officers, advisers or agents of other companies, partners of any partnership, or trustee of any trust, or entering into any other commercial arrangements, whether or not any such activities may conflict with any interest of the parties hereto with respect to the Account. However, in the event the Adviser concludes, in its reasonable judgment, that any of the activities described in the preceding sentence constitute a conflict of interest between the person or persons engaging in the activity and either of the Companies with respect to the Accounts, the Adviser shall provide notice of such conflict of interest to the Board of Directors of the applicable Company. (c) The Client understands that the Adviser performs investment advisory services for clients other than the Client and that the Adviser may give advice, make recommendations and take action with respect to other clients that may be similar or different from that given to the Client. The Client recognizes that other clients of the Adviser, as well as the Adviser, its principals, employees, affiliates and their family members, may hold, and engage in transactions in, securities purchased or sold for the Client or about which the Adviser has given the Client recommendations or advice. The Client also agrees that the Adviser has no obligation to purchase, sell or make recommendations with respect to any security for the Client that the Adviser purchases, sells or recommends to any client, or in which the Adviser, its principals, employees, affiliates or their family members engage. The Adviser, its principals, employees, affiliates and family members may invest in securities or other investments that are not made available to the Client. (d) The Client hereby acknowledges that the Client has been informed by the Adviser that the Adviser is not registered as an Investment Adviser under the Investment Advisers Act of 1940, as amended, or any state or local authority.

Other Activities and Investments. (a) The Adviser shall not be required to devote its full time to the affairs of the Accounts, but shall devote such of its time to the business and affairs of the Accounts as it shall, in its discretion exercised in good faith, determine to be necessary to conduct the affairs of each Account. The Adviser shall use that degree of ordinary care and reasonable diligence in the performance of services hereunder that an experienced and qualified provider of similar services would use. (b) The Adviser and each of its directors, officers, affiliates, employees or agents thereof may engage in or possess an interest in other business ventures or commercial dealings of every kind and description, independently or with others, including, but not limited to, management of other accounts, investment in, or financing, acquisition and disposition of, securities, investment and management counseling, brokerage services, serving as directors, officers, advisers or agents of other companies, partners of any partnership, or trustee of any trust, or entering into any other commercial arrangements, whether or not any such activities may conflict with any interest of the parties hereto with respect to the Account. However, in the event the Adviser concludes, in its reasonable judgment, that any of the activities described in the preceding sentence constitute a conflict of interest between the person or persons engaging in the activity and either of the Companies with respect to the Accounts, the Adviser shall provide notice of such conflict of interest to the Board of Directors of the applicable Company. (c) The Client understands that the Adviser performs investment advisory services for clients other than the Client and that the Adviser may give advice, make recommendations and take action with respect to other clients that may be similar or different from that given to the Client. The Client recognizes that other clients of the Adviser, as well as the Adviser, its principals, employees, affiliates and their family members, may hold, and engage in transactions in, securities purchased or sold for the Client or about which the Adviser has given the Client recommendations or advice. The Client also agrees that the Adviser has no obligation to purchase, sell or make recommendations with respect to any security for the Client that the Adviser purchases, sells or recommends to any client, or in which the Adviser, its principals, employees, affiliates or their family members engage. The Adviser, its principals, employees, affiliates and family members may invest in securities or other investments that are not made available to the Client. (d) In executing portfolio transactions for an Account, the Adviser may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be sold or purchased with those of other Accounts or its other clients if, in the Adviser's reasonable judgment, such aggregation (i) will result in an overall economic benefit to the relevant Account, taking into consideration the advantageous selling or purchase price, brokerage commission and other expenses, and trading requirements, and (ii) is not inconsistent with the investment guidelines applicable to the Account. In such event, the Adviser will allocate the securities so purchased or sold, and the expenses incurred in the transaction, in an equitable manner, consistent with its fiduciary obligations to the Account and such other clients. (e) The Client hereby acknowledges that the Client has been informed by the Adviser that the Adviser is not registered as an Investment Adviser under the Investment Advisers Act of 1940, as amended, or any state or local authority.

Other Activities and Investments. (a) The Sub-Adviser and its officers and employees shall not be required to devote its full so much of their time to the affairs of the Accounts, but shall devote such Fund as in the judgment of the Sub-Adviser the conduct of its time business shall reasonably require, and none of the Sub-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. The officers and employees of the Sub-Adviser responsible for providing the services of the Sub-Adviser hereunder shall be available upon reasonable notice for consultation with respect to the business and affairs provision of the Accounts as it shall, in its discretion exercised in good faith, determine to be necessary to conduct the affairs of each Account. The Adviser shall use that degree of ordinary care and reasonable diligence in the performance of services hereunder that an experienced and qualified provider of similar services would usesuch services. (b) The services of the Sub-Adviser to the Fund are not to be deemed exclusive, and the Sub-Adviser and its affiliates are free to render investment management or similar services to others. To the extent that affiliates of, or other accounts managed by, the Sub-Adviser invest in types of investments that limit the amount of assets and the number of accounts that they will manage or where capacity or access to such investment opportunity is otherwise constrained, the Sub-Adviser may be required to choose between the Fund and other accounts or affiliated entities in making allocation decisions. The Sub-Adviser will make allocation decisions in a manner it believes to be fair and equitable to each account 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 Sub-Advisory Agreement shall be deemed to preclude the Sub-Adviser or its directorsaffiliates from exercising investment responsibility, officers, affiliates, employees from engaging directly or agents thereof may engage indirectly in or possess an interest in any other business ventures or commercial dealings from directly or indirectly purchasing, selling, holding, or otherwise dealing with any co-investments in portfolio companies for the account of every kind and descriptionany such other business, independently or with others, including, but not limited to, management of other for their own accounts, investment in, or financing, acquisition and disposition of, securities, investment and management counseling, brokerage services, serving as directors, officers, advisers or agents of other companies, partners of any partnership, or trustee of any trust, or entering into any other commercial arrangements, whether or not any such activities may conflict with any interest of the parties hereto with respect to the Account. However, in the event the Adviser concludes, in its reasonable judgment, that for any of the activities described in the preceding sentence constitute a conflict of interest between the person their family members or persons engaging in the activity and either of the Companies with respect to the Accounts, the Adviser shall provide notice of such conflict of interest to the Board of Directors of the applicable Companyfor other clients. (c) The Client understands It is understood that any of the investors, director, officers, and employees of the Adviser performs investment advisory services for clients other than may be an investor, director, officer, or employee of, or be otherwise interested in, the Client Sub-Adviser and in any person controlled by or under common control with the Sub-Adviser and that the Sub-Adviser and any person controlled by or under common control with the Sub-Adviser may give advice, make recommendations and take action with respect to other clients that may be similar or different from that given to the Client. The Client recognizes that other clients of have an interest in the Adviser, as well as the Adviser, its principals, employees, affiliates and their family members, may hold, and engage in transactions in, securities purchased or sold for the Client or about which the Adviser has given the Client recommendations or advice. The Client It is also agrees understood that the Sub-Adviser has no obligation to purchaseand any person controlled by or under common control with the Sub-Adviser may have advisory, sell or make recommendations with respect to any security for the Client that the Adviser purchasesmanagement, sells or recommends to any clientservice, or in which the Adviser, its principals, employees, affiliates or their family members engage. The Adviser, its principals, employees, affiliates other contracts with other organizations and family members persons and may invest in securities or have other investments that are not made available to the Clientinterests and business. (d) The Client hereby acknowledges that the Client has been informed by the Adviser that the Adviser is not registered as an Investment Adviser under the Investment Advisers Act of 1940, as amended, or any state or local authority.

Other Activities and Investments. (a) The Adviser shall not be required to devote its full time to the affairs of the Accounts, but shall devote such of its time to the business and affairs of the Accounts as it shall, in its discretion exercised in good faith, determine to be necessary to conduct the affairs of each Account. The Adviser shall use that degree of ordinary care and reasonable diligence in the performance of services hereunder that an experienced and qualified provider of similar services would use. (b) The Adviser and each of its directors, officers, affiliates, employees or agents thereof may engage in or possess an interest in other business ventures or commercial dealings of every kind and description, independently or with others, including, but not limited to, management of other accounts, investment in, or financing, acquisition and disposition of, securities, investment and management counseling, brokerage services, serving as directors, officers, advisers or agents of other companies, partners of any partnership, or trustee of any trust, or entering into any other commercial arrangements, whether or not any such activities may conflict with any interest of the parties hereto with respect to the Account. However, in the event the Adviser concludes, in its reasonable judgment, that any of the activities described in the preceding sentence constitute a conflict of interest between the person or persons engaging in the activity and either of the Companies Client with respect to the Accounts, the Adviser shall provide notice of such conflict of interest to the Board of Directors of the applicable CompanyClient. (c) The Client understands that the Adviser performs investment advisory services for clients other than the Client and that the Adviser may give advice, make recommendations and take action with respect to other clients that may be similar or different from that given to the Client. The Client recognizes that other clients of the Adviser, as well as the Adviser, its principals, employees, affiliates and their family members, may hold, and engage in transactions in, securities purchased or sold for the Client or about which the Adviser has given the Client recommendations or advice. The Client also agrees that the Adviser has no obligation to purchase, sell or make recommendations with respect to any security for the Client that the Adviser purchases, sells or recommends to any client, or in which the Adviser, its principals, employees, affiliates or their family members engage. The Adviser, its principals, employees, affiliates and family members may invest in securities or other investments that are not made available to the Client. (d) The Client hereby acknowledges that the Client has been informed by the Adviser that the Adviser is not registered as an Investment Adviser under the Investment Advisers Act of 1940, as amended, or any state or local authority.