Common use of Responsibilities of Adviser Clause in Contracts

Responsibilities of Adviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition and allocation of the Company’s investment portfolio, the nature and timing of any changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) perform due diligence on prospective portfolio companies; (iv) execute, close, service and monitor the Company’s investments; (v) determine the securities and other assets that the Company shall purchase, retain or sell; (vi) arrange financings and borrowing facilities for the Company; (vii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds; and (viii) to the extent permitted under the Investment Company Act of 1940, as amended (together with the rules promulgated thereunder, the “1940 Act”) and the Investment Advisers Act of 1940, as amended (together with the rules promulgated thereunder, the “Advisers Act”), on the Company’s behalf, and in coordination with any administrator, provide significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance under the 1940 Act, including utilizing appropriate personnel of the Adviser to, among other things, monitor the operations of the Company’s portfolio companies, participate in board and management meetings, consult with and advise officers of portfolio companies and provide other organizational and financial consultation. In addition, to the extent it is necessary for the Company to be operated as a “venture capital operating company” under Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Company will obtain direct contractual rights to substantially participate in, or substantially influence, the conduct of the management of an operating company; and in the ordinary course of its business, actually exercises such management rights with respect to one or more of the operating companies in which it invests.

Responsibilities of Adviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition and allocation of the Company’s investment portfolio, the nature and timing of any changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) perform due diligence on prospective portfolio companies; (iv) execute, close, service and monitor the Company’s investments; (v) determine the securities and other assets that the Company shall purchase, retain or sell; (vi) arrange financings and borrowing facilities for the Company; (vii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds; and (viii) to the extent permitted under the Investment Company 1940 Act of 1940, as amended (together with the rules promulgated thereunder, the “1940 Act”) and the Investment Advisers Act of 1940, as amended (together with the rules promulgated thereunder, the “Advisers Act”), on the Company’s behalf, and in coordination with any Sub-Adviser (as defined below) and any administrator, provide significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance under the 1940 Act, including utilizing appropriate personnel of the Adviser to, among other things, monitor the operations of the Company’s portfolio companies, participate in board and management meetings, consult with and advise officers of portfolio companies and provide other organizational and financial consultation. In addition; (viii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds, including, but not limited to; (1) making, in consultation with the Board, investment strategy decisions for the Company; (2) serving as the Company’s valuation designee pursuant to Rule 2a-5 under the 1940 Act and reasonably assisting the Company’s other service providers with the valuation of the Company’s assets; (3) directing investment professional of the Adviser or non-investment professionals of AGL US DL Administrator LLC (in such capacity, the “Administrator”) to provide managerial assistance to portfolio companies of the Company as requested by the Company, from time to time; (4) exercising voting rights in respect of the Company’s portfolio securities and other investments; (5) submit, upon request by an official or agency administering the securities laws of a state (a “State Administrator”), to such State Administrator the extent it is necessary for the Company reports and statements required to be operated distributed to the Company’s shareholders pursuant to this Agreement, any registration statement filed with the SEC and applicable federal and state law; (ix) subsequent to the Public Offering Event (as a “venture capital operating company” under Employee Retirement Income Security Act defined in the Company’s Amended and Restated Declaration of 1974Trust, as amended (and/or restated from time to time, the “ERISADeclaration of Trust”), the Adviser shall prepare or shall cause to be prepared and distributed to shareholders during each year the following reports of the Company will obtain direct contractual rights (either included in a periodic report filed with the SEC or distributed in a separate report) (i) within sixty (60) days of the end of each quarter, a report containing the same financial information contained in the Company’s Quarterly Report on Form 10-Q filed by the Company under the Securities Exchange Act of 1934, as amended and (ii) within one hundred and twenty (120) days after the end of the Company’s fiscal year, an annual report that shall include financial statements prepared in accordance with U.S. GAAP which are audited and reported on by independent certified public accountants; (iii) a report of the material activities of the Company during the period covered by the report; (iv) where forecasts have been provided to substantially participate inthe Company’s shareholders, a table comparing the forecasts previously provided with the actual results during the period covered by the report; and (v) a report setting forth distributions to the Company’s shareholders for the period covered thereby and separately identifying distributions from: (A) cash flow from operations during the period; (B) cash flow from operations during a prior period which have been held as reserves; (C) proceeds from disposition of assets; and (D) reserves from the gross proceeds of the Company’s offering; (x) in its sole discretion, temporarily place proceeds from offerings by the Company of its equity securities into short-term, highly liquid investments which, in its reasonable judgment, afford appropriate safety of principal during such time as it is determining the composition and allocation of the portfolio of the Company and the nature, timing and implementation of any changes thereto; provided however, that the Adviser shall be under no fiduciary obligation to select any such short-term, highly liquid investment based solely on any yield or substantially influencereturn of such investment. Subsequent to the Public Offering Event, the conduct Adviser shall cause any proceeds of the management offering of an operating company; and in Company securities not committed for investment within the ordinary course later of its business, actually exercises such management rights with respect to one or more two years from the date of effectiveness of the operating companies in which it investsCompany’s registration statement or one year from termination of the offering, unless a longer period is permitted by the applicable State Administrator, to be paid as a distribution to the shareholders of the Company as a return of capital without deduction of a sales load; and (xi) consistent with its fiduciary responsibility and duty to the Company for the safekeeping and use of all the funds and assets of the Company, ensure that the Adviser does not or permit any other party to employ such funds or assets except for the exclusive benefit of the Company. The Adviser shall not contract away any fiduciary obligation owed by the Adviser to the Company’s shareholders under common law.

Responsibilities of Adviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition and allocation of the Company’s investment portfolio, the nature and timing of any the changes therein to the Company’s portfolio and the manner of implementing such changeschanges in accordance with the Company’s investment objective, policies and restrictions; (ii) identify, evaluate identify investment opportunities and negotiate the structure of the investments made by make investment decisions for the Company, including negotiating the terms of investments in, and dispositions of, portfolio securities and other instruments on the Company’s behalf; (iii) monitor the Company’s investments; (iv) perform due diligence on prospective portfolio companies; (iv) execute, close, service and monitor the Company’s investments; (v) determine the exercise voting rights in respect of portfolio securities and other assets that the Company shall purchase, retain or sell; (vi) arrange financings and borrowing facilities investments for the Company; (vi) serve on, and exercise observer rights for, boards of managers and similar committees of the Company’s portfolio companies; (vii) negotiate, obtain and manage subscription facilities; (viii) call capital from Company investors from time to time; (ix) provide the Company with such other investment advisory, research advisory and related services as the Company may, from time to time, reasonably require for the investment of its fundscapital; (x) determine, as Valuation Designee, the valuation of the Fund’s investments; and (viiixi) to the extent permitted under the Investment Company 1940 Act of 1940, as amended (together with the rules promulgated thereunder, the “1940 Act”) and the Investment Advisers Act of 1940, as amended (together with the rules promulgated thereunder, the “Advisers Act”), on the Company’s behalf, and in coordination with any Sub-Adviser (as defined below) and any administrator, provide significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance under the 1940 Act, including utilizing appropriate personnel of the Adviser to, among other things, monitor the operations of the Company’s portfolio companies, participate in board and management meetings, consult with and advise officers of portfolio companies and provide other organizational and financial consultation. In additionThe Board has designated the Adviser as the “Valuation Designee” to determine the valuation of the Fund’s investments. The Adviser’s services under this Agreement are not exclusive, and it is free to furnish similar services to other entities, and it intends to do so, so long as its services to the extent it is necessary for the Company to be operated as a “venture capital operating company” under Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Company will obtain direct contractual rights to substantially participate in, or substantially influence, the conduct of the management of an operating company; and in the ordinary course of its business, actually exercises such management rights with respect to one or more of the operating companies in which it investsare not impaired.

Responsibilities of Adviser. Without limiting The Adviser acknowledges that the generality Fund will seek to achieve its investment objective(s) (the "Fund Objective(s)") by investing and reinvesting its assets primarily in a portfolio of equity interests issued by limited partnerships, limited liability companies, business trusts and similar business vehicles whose primary business is investing in securities and other financial instruments but that are not currently registered or currently required to register as investment companies under the 1940 Act by virtue of the foregoingexclusion from the definition of "investment company" provided by Section 3(c)(1) or Section 3(c)(7) of the 1940 Act ("Portfolio Funds"). From time to time assets may be invested in registered investment companies (limited to money market funds) as allowable under the 1940 Act and provided that appropriate fee adjustments are made as required under the 1940 Act. Accordingly, in providing services to the Fund hereunder, the Adviser shall, during the term and shall (subject to the provisions any delegation made pursuant to Section 1(b) of this Agreement) perform the following duties ("Portfolio Management Services"), in each case based upon its professional skill, experience and judgment and the Adviser may consult with any of its affiliates in its performance of such Portfolio Management Services: (i) determine a. regularly provide investment advice and recommendations to the Fund with respect to its investments, investment policies and the purchase and sale of securities for the Fund, including but not limited to, obtaining and evaluating such economic, statistical and financial data and information and undertaking such additional investment research as shall be necessary or advisable for the management of the investment and reinvestment of the assets of the Fund in accordance with the Fund Objective(s); b. develop, implement and supervise continuously the investment program of the Fund and the composition of its portfolio and allocation determine what securities shall be purchased and sold by the Fund, including but not limited to, identifying Portfolio Funds that are suitable investments for the Fund in light of the Company’s Fund Objective(s); allocating the Fund's assets among Portfolio Funds in light of the Fund Objective(s); purchasing and selling securities of Portfolio Funds and other issuers on behalf of the Fund, including the completion and execution of subscription agreements or similar contracts on behalf of the Fund with respect to, and placing orders for, such purchases and sales; and, monitoring the performance of the Portfolio Funds in which the Fund has invested with a view to determining whether continued investment portfolio, by the nature and timing Fund in such Portfolio Funds is appropriate in light of any changes therein and the manner of implementing such changesFund Objective(s); (ii) identify, c. evaluate and negotiate recommend appropriate changes to the structure of the investments made by the Company; (iiiFund Objective(s) perform due diligence on prospective portfolio companies; (iv) execute, close, service and monitor the Company’s investments; (v) determine the securities and other assets that the Company shall purchase, retain or sell; (vi) arrange financings and borrowing facilities for the Company; (vii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time; d. supervise the Sub-Adviser in all respects and recommend to the Board the termination, continuation, renewal or non-renewal of the Sub-Advisory Agreement; e. determine all fee waivers and expense reimbursements and determine whether to waive the five (5) business day pre-investment deposit rule for Initial Investments and subsequent Investments by Investors; f. supervise the Sub-Adviser, Administrator, Sub-Administrator, Custodian, Sub-Custodian and Distributor on behalf of the Fund; g. provide such other advice and services as the Board may from time to time reasonably require for request in connection with the investment operations of its funds; andthe Fund; (viii) to h. manage the extent permitted under the Investment Company Act of 1940, as amended (together with the rules promulgated thereunder, the “1940 Act”) Fund and the Investment Advisers Act of 1940, as amended (together with the rules promulgated thereunder, the “Advisers Act”), Sub-Adviser so that no action or omission on the Company’s behalf, and in coordination part of the Fund shall cause the Fund to fail to comply with any administrator, provide significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance under the 1940 Act, including utilizing appropriate personnel the rules and regulations promulgated thereunder, and any other rules and regulations pertaining to the investment strategy of the Fund. The Adviser to, among other things, monitor will notify the operations Board and the Sub-Adviser promptly if the Adviser believes that the Fund is in violation of any requirement specified in the Company’s portfolio companies, participate in board and management meetings, consult with and advise officers first sentence of portfolio companies and provide other organizational and financial consultation. In addition, this paragraph; i. regularly report to the extent it is necessary for the Company to be operated as a “venture capital operating company” under Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Company will obtain direct contractual rights to substantially participate in, or substantially influence, the conduct of the management of an operating company; and in the ordinary course of its business, actually exercises such management rights Board with respect to one or more the implementation of the operating companies in which it investsinvestment policies of the Fund; and j. take such further actions with respect to the foregoing as the Adviser shall deem necessary or advisable.

Responsibilities of Adviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement: (i) determine the composition and allocation of the Company’s investment portfolio, the nature and timing of any changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) perform due diligence on prospective portfolio companies; (iv) execute, close, service and monitor the Company’s investments; (v) determine the securities and other assets that the Company shall will purchase, retain or sell; (vi) arrange financings and borrowing facilities for the Company; (vii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds; and (viii) to the extent permitted under the Investment Company 1940 Act of 1940, as amended (together with the rules promulgated thereunder, the “1940 Act”) and the Investment Advisers Act of 1940, as amended (together with the rules promulgated thereunder, the “Advisers Act”), on the Company’s behalf, and in coordination with any administratorSub-Adviser (as defined below) and any Administrator (as defined below), provide significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance under the 1940 Act, including utilizing appropriate personnel of the Adviser to, among other things, monitor the operations of the Company’s portfolio companies, participate in board and management meetings, consult with and advise officers of portfolio companies and provide other organizational and financial consultation. In addition, to during the extent it is necessary term of the Agreement, the Adviser shall be responsible for voting any proxies solicited by an issuer of securities held by the Company to be operated as a “venture capital operating company” under Employee Retirement Income Security Act in the best interest of 1974the Company and in accordance with the Adviser’s proxy voting policies and procedures, as they may be amended (“ERISA”), the from time to time. The Company will obtain direct contractual rights to substantially participate in, or substantially influence, the conduct has been provided with a copy of the management of an operating company; Adviser’s proxy voting policies and in procedures and has been informed as to how it can obtain further information from the ordinary course of its business, actually exercises such management rights with respect to one or more Adviser about proxy voting activities undertaken on behalf of the operating companies in which it investsCompany. The Adviser shall be responsible for reporting the Company’s proxy voting activities as required through periodic filings on Form N-PX.

Responsibilities of Adviser. Without limiting the generality of the foregoing, the Adviser (or one of its affiliates) shall, during the term and subject to the provisions of this Agreement: (i) determine the composition and allocation of the Company’s investment portfolio, the nature and timing of any changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Company; (iii) perform due diligence on prospective portfolio companies; (iv) execute, close, service and monitor the Company’s investments; (v) determine the securities and other assets that the Company shall purchase, retain or sell; (vi) arrange financings and borrowing facilities for the Company; (vii) commit to the Company 1% of the total Capital Commitments (as defined in the Registration Statement) made to the Company; (viii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds; and (viiiix) to the extent permitted under the Investment Company 1940 Act of 1940, as amended (together with the rules promulgated thereunder, the “1940 Act”) and the Investment Advisers Act of 1940, as amended (together with the rules promulgated thereunder, the “Advisers Act”), on the Company’s behalf, and in coordination with any administrator, provide significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance under the 1940 Act, including utilizing appropriate personnel of the Adviser to, among other things, monitor the operations of the Company’s portfolio companies, participate in board and management meetings, consult with and advise officers of portfolio companies and provide other organizational and financial consultation. In addition, to the extent it is necessary for the Company intends to be operated operate as a “venture capital operating company” (“VCOC”) under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and to the extent necessary to qualify as a VCOC, the Company will obtain direct contractual rights to substantially participate in, or substantially influence, the conduct of the management of an certain operating company; and companies in which it invests and, in the ordinary course of its business, actually exercises exercise such management rights with respect to one or more of the operating companies in which it invests.