Common use of Duties of Manager Clause in Contracts

Duties of Manager. (a) The Company hereby appoints the Manager to act as investment manager to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company’s registration statement, including the information therein incorporated by reference, filed with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), (File No. 811-21816) (the “Registration Statement”), and in the Company’s Limited Liability Company Agreement (the “LLC Agreement”), as the LLC Agreement may be amended from time to time with notice to the Manager. The Manager specifically acknowledges its obligations as set forth in the Registration Statement and the LLC Agreement, provided that the Manager shall not be obligated to follow any amendment to the policies to the Company or the LLC Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Company employs the Manager to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Registration Statement and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company’s assets to be held uninvested, to provide the Company with records concerning the Manager’s activities which the Company is required to maintain and, upon request, to render regular reports to the Company’s officers and Board of Directors (the “Board”) concerning the Manager’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Manager is specifically authorized to invest the Company’s assets (which may constitute, in the aggregate, all of the Company’s assets) in unregistered investment funds or other investment vehicles and registered investment companies (“Investment Funds”) that are managed by investment managers (“Investment Managers”). The Manager shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Registration Statement, as the same may be amended or supplemented from time to time with notice to the Manager, and applicable laws and regulations. (b) Without limiting the foregoing, the Manager acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company. (c) The Manager accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (d) The Manager is fully authorized to delegate any and all obligations under this Agreement to qualified third parties, provided (i) the Manager takes responsibility for the selection of such delegatee (subject to the approval of the Board and further in accordance with the requirements of the 1940 Act); (ii) the Manager reviews the activities of such delegatee to ensure compliance with the investment objective and strategies of the Company, as set forth in the Registration Statement; and (iii) the Manager updates the Board with respect to the performance and activities of the delegatee, and makes recommendations whether or not to terminate such delegatee to the Board.

Duties of Manager. (a) The Company hereby appoints the Manager to act as investment manager A. Subject to the Company, for general supervision and control of the period Trustees of the Trust and on under the terms and conditions set forth in this Agreement, pursuant to the policies set forth in the Company’s registration statement, including the information therein incorporated by reference, filed with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), (File No. 811-21816) (the “Registration Statement”), and in the Company’s Limited Liability Company Agreement (the “LLC Agreement”), as the LLC Agreement may be amended from time to time with notice to the Manager. The Manager specifically Trust acknowledges its obligations as set forth in the Registration Statement and the LLC Agreement, provided that the Manager shall not be obligated to follow any amendment to the policies to the Company or the LLC Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Company employs the Manager to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Registration Statement and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company’s assets to be held uninvested, to provide the Company with records concerning the Manager’s activities which the Company is required to maintain and, upon request, to render regular reports to the Company’s officers and Board of Directors (the “Board”) concerning the Manager’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Manager is specifically authorized to invest the Company’s assets (which may constitute, in the aggregate, all of the Company’s assets) in unregistered investment funds or other investment vehicles and registered investment companies (“Investment Funds”) that are managed by investment managers (“Investment Managers”). The Manager shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Registration Statement, as the same may be amended or supplemented from time to time with notice to the Manager, and applicable laws and regulations. (b) Without limiting the foregoing, the Manager acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as that it is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination contemplated that such Investment Fund complies with the valuation procedures adopted by the Company. (c) The Manager accepts such employment and agrees to render the services and to providewill, at its own expense, select and contract with one or more investment advisers (“Advisers”) to manage the office spaceinvestment operations and composition of each and every Fund of the Trust and render investment advice for each Fund, furnishings including the purchase, retention, and equipment disposition of the investments, securities and cash contained in each Fund, in accordance with each Fund’s investment objectives, policies and restrictions as stated in the personnel Trust’s Agreement and Declaration of Trust, By-Laws, and such Fund’s Prospectus, Statement of Additional Information (“SAI”) and Compliance Manual, as is from time to time in effect; provided, that any contract with an Adviser (an “Advisory Agreement”) shall be in compliance with and approved as required by it to perform the services on Investment Company Act or in accordance with exemptive relief granted by the terms Securities and for Exchange Commission (“SEC”) under the compensation provided hereinInvestment Company Act. (d) The B. Subject always to the direction and control of the Trustees of the Trust, Manager is fully authorized to delegate any and all obligations under this Agreement to qualified third parties, provided will have (i) the Manager takes overall supervisory responsibility for the selection general management and investment of such delegatee (subject to the approval of the Board and further in accordance with the requirements of the 1940 Act)each Fund’s assets; (ii) the Manager reviews the activities of such delegatee full discretion to ensure compliance select new or additional Advisers for each Fund; (iii) full discretion to enter into and materially modify existing Advisory Agreements with the investment objective Advisors; (iv) full discretion to terminate and strategies of the Company, as set forth in the Registration Statementreplace any Adviser; and (iiiv) the Manager updates the Board full investment discretion to make all determinations with respect to the performance investment of a Fund’s assets not then managed by an Adviser. In connection with Manager’s responsibilities herein, Manager will assess each Fund’s investment focus and activities will seek to implement decisions with respect to the allocation and reallocation of each Fund’s assets among one or more current or additional Advisers from time to time, as Manager deems appropriate, to enable each Fund to achieve its investment goals. In addition, Manager will monitor compliance of each Adviser with the investment objectives, policies and restrictions of any Fund or Funds (or portions of any Fund) under the management of such Adviser, and review and report to the Trustees of the delegateeTrust on the performance of each Adviser. Manager will furnish, and makes recommendations whether or not cause the appropriate Adviser(s) to terminate such delegatee furnish, to the BoardTrust such statistical information, with respect to the investments that a Fund (or portions of any Fund) may hold or contemplate purchasing, as the Trust may reasonably request. On Manager’s own initiative, Manager will apprise, or cause the appropriate Adviser(s) to apprise, the Trust of important developments materially affecting each Fund (or any portion of a Fund that they advise) and will furnish the Trust, from time to time, with such information as may be appropriate for this purpose. Further, Manager agrees to furnish, or cause the appropriate Adviser(s) to furnish, to the Trustees of the Trust such periodic and special reports as the Trustees of the Trust may reasonably request. In addition, Manager agrees to cause the appropriate Adviser(s) to furnish to third-party data reporting services all currently available standardized performance information and other customary data. C. Manager will also furnish to the Trust, at its own expense and without remuneration from or other cost to the Trust, the following:

Duties of Manager. (a) The Company hereby appoints the Manager to act as investment manager to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company’s registration statement, including the information therein incorporated by reference, filed with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended 's Private Placement Memorandum (the “1940 Act”), (File No. 811-21816"Memorandum") (the “Registration Statement”), and in the Company’s 's Limited Liability Company Agreement dated as of January 1, 2003 (the “"LLC Agreement”"), as the LLC Agreement may be amended from time to time with notice to the Manager. The Manager specifically acknowledges its obligations as set forth in the Registration Statement Memorandum and the LLC Agreement, provided that the Manager shall not be obligated to follow any amendment to the policies to the Company or the LLC Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Company employs the Manager to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Registration Statement Memorandum and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company’s 's assets to be held uninvested, to provide the Company with records concerning the Manager’s 's activities which the Company is required to maintain and, upon request, to render regular reports to the Company’s 's officers and Board of Directors (the “"Board”") concerning the Manager’s 's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Manager is specifically authorized to invest the Company’s 's assets (which may constitute, in the aggregate, all of the Company’s 's assets) in unregistered investment funds or other investment vehicles and registered investment companies (“"Investment Funds”") that are managed by investment managers (“"Investment Managers”"). The Manager shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Registration StatementMemorandum, as the same may be amended or supplemented from time to time with notice to the Manager, and applicable laws and regulations. (b) Without limiting the foregoingforgoing, the Manager acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company. (c) The Manager accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (d) The Manager is fully authorized to delegate any and all obligations under this Agreement to qualified third parties, provided (i) the Manager takes responsibility for the selection of such delegatee (subject to the approval of the Board and further in accordance with the requirements of the 1940 Act); (ii) the Manager reviews the activities of such delegatee to ensure compliance with the investment objective and strategies of the Company, as set forth in the Registration StatementMemorandum; and (iii) the Manager updates the Board with respect to the performance and activities of the delegatee, and makes recommendations whether or not to terminate such delegatee to the Board.

Duties of Manager. (a) The Company hereby appoints the Manager to act as investment manager to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company’s registration statement, including the information therein incorporated by reference, filed with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), (File No. 811-2181621818) (the “Registration Statement”), and in the Company’s Limited Liability Company Agreement (the “LLC Agreement”), as the LLC Agreement may be amended from time to time with notice to the Manager. The Manager specifically acknowledges its obligations as set forth in the Registration Statement and the LLC Agreement, provided that the Manager shall not be obligated to follow any amendment to the policies to the Company or the LLC Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Company employs the Manager to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Registration Statement and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company’s assets to be held uninvested, to provide the Company with records concerning the Manager’s activities which the Company is required to maintain and, upon request, to render regular reports to the Company’s officers and Board of Directors (the “Board”) concerning the Manager’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Manager is specifically authorized to invest the Company’s assets (which may constitute, in the aggregate, all of the Company’s assets) in unregistered investment funds or other investment vehicles and registered investment companies (“Investment Funds”) that are managed by investment managers (“Investment Managers”). The Manager shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Registration Statement, as the same may be amended or supplemented from time to time with notice to the Manager, and applicable laws and regulations. (b) Without limiting the foregoing, the Manager acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company. (c) The Manager accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (d) The Manager is fully authorized to delegate any and all obligations under this Agreement to qualified third parties, provided (i) the Manager takes responsibility for the selection of such delegatee (subject to the approval of the Board and further in accordance with the requirements of the 1940 Act); (ii) the Manager reviews the activities of such delegatee to ensure compliance with the investment objective and strategies of the Company, as set forth in the Registration Statement; and (iii) the Manager updates the Board with respect to the performance and activities of the delegatee, and makes recommendations whether or not to terminate such delegatee to the Board.

Duties of Manager. (a) The Company hereby appoints the Manager to act as investment manager to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company’s registration statement, including the information therein incorporated by reference, filed with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended 's Private Placement Memorandum (the “1940 Act”), (File No. 811-21816"Memorandum") (the “Registration Statement”), and in the Company’s 's Limited Liability Company Agreement dated as of December 30, 2002 (the “"LLC Agreement”"), as the LLC Agreement may be amended from time to time with notice to the Manager. The Manager specifically acknowledges its obligations as set forth in the Registration Statement Memorandum and the LLC Agreement, provided that the Manager shall not be obligated to follow any amendment to the policies to the Company or the LLC Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Company employs the Manager to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Registration Statement Memorandum and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company’s 's assets to be held uninvested, to provide the Company with records concerning the Manager’s 's activities which the Company is required to maintain and, upon request, to render regular reports to the Company’s 's officers and Board of Directors (the “"Board”") concerning the Manager’s 's discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Manager is specifically authorized to invest the Company’s 's assets (which may constitute, in the aggregate, all of the Company’s 's assets) in unregistered investment funds or other investment vehicles and registered investment companies (“"Investment Funds”") that are managed by investment managers (“"Investment Managers”"). The Manager shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Registration StatementMemorandum, as the same may be amended or supplemented from time to time with notice to the Manager, and applicable laws and regulations. (b) Without limiting the foregoingforgoing, the Manager acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company. (c) The Manager accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (d) The Manager is fully authorized to delegate any and all obligations under this Agreement to qualified third parties, provided (i) the Manager takes responsibility for the selection of such delegatee (subject to the approval of the Board and further in accordance with the requirements of the 1940 Act); (ii) the Manager reviews the activities of such delegatee to ensure compliance with the investment objective and strategies of the Company, as set forth in the Registration StatementMemorandum; and (iii) the Manager updates the Board with respect to the performance and activities of the delegatee, and makes recommendations whether or not to terminate such delegatee to the Board.

Duties of Manager. (a) The Company hereby appoints the Manager to act as investment manager to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company’s registration statement, including the information therein incorporated by reference, filed with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), (File No. 811-2181621814) (the “Registration Statement”), and in the Company’s Limited Liability Company Agreement (the “LLC Agreement”), as the LLC Agreement may be amended from time to time with notice to the Manager. The Manager specifically acknowledges its obligations as set forth in the Registration Statement and the LLC Agreement, provided that the Manager shall not be obligated to follow any amendment to the policies to the Company or the LLC Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Company employs the Manager to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Registration Statement and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company’s assets to be held uninvested, to provide the Company with records concerning the Manager’s activities which the Company is required to maintain and, upon request, to render regular reports to the Company’s officers and Board of Directors (the “Board”) concerning the Manager’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Manager is specifically authorized to (i) invest the Company’s assets (which may constitute, in the aggregate, all of the Company’s assets) in unregistered investment funds or other investment vehicles and registered investment companies (“Investment Funds”) that are managed by investment managers (“Investment Managers”); (ii) invest the Company’s assets in separate investment vehicles for which the Investment Managers serve as general partners or managing members and in which the Company is the sole investor (also “Investment Funds”); and (iii) invest discrete portions of the Company’s assets with Investment Managers who are retained to manage the Company’s assets directly through separate managed accounts (Investment Managers who directly manage Investment Funds and managed accounts for which the Company is the sole investor are collectively referred to as “Sub-advisers”). The selection of Sub-advisers shall, however, be subject to the approval by the Board in accordance with requirements of the 1940 Act, and a vote of a majority of the outstanding voting securities of the Company, unless the Company acts in reliance on exemptive or other relief granted by the Securities and Exchange Commission from the provisions of the 1940 Act requiring such approval by security holders. The Manager shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Registration Statement, as the same may be amended or supplemented from time to time with notice to the Manager, and applicable laws and regulations. (b) Without limiting the foregoing, the Manager acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company. (c) The Manager accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (d) The Manager is fully authorized to delegate any and all obligations under this Agreement to qualified third parties, provided (i) the Manager takes responsibility for the selection of such delegatee (subject to the approval of the Board and further in accordance with the requirements of the 1940 Act); (ii) the Manager reviews the activities of such delegatee to ensure compliance with the investment objective and strategies of the Company, as set forth in the Registration Statement; and (iii) the Manager updates the Board with respect to the performance and activities of the delegatee, and makes recommendations whether or not to terminate such delegatee to the Board.

Duties of Manager. (a) The Company hereby appoints the Manager to act as investment manager to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company’s Companys registration statement, including the information therein incorporated by reference, filed with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), (File No. 811-21816) (the “Registration Statement”), and in the Company’s Companys Limited Liability Company Agreement (the “LLC Agreement”), as the LLC Agreement may be amended from time to time with notice to the Manager. The Manager specifically acknowledges its obligations as set forth in the Registration Statement and the LLC Agreement, provided that the Manager shall not be obligated to follow any amendment to the policies to the Company or the LLC Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Company employs the Manager to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Registration Statement and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company’s Companys assets to be held uninvested, to provide the Company with records concerning the Manager’s Managers activities which the Company is required to maintain and, upon request, to render regular reports to the Company’s Companys officers and Board of Directors (the “Board”) concerning the Manager’s Managers discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Manager is specifically authorized to invest the Company’s Companys assets (which may constitute, in the aggregate, all of the Company’s Companys assets) in unregistered investment funds or other investment vehicles and registered investment companies (“Investment Funds”) that are managed by investment managers (“Investment Managers”). The Manager shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Registration Statement, as the same may be amended or supplemented from time to time with notice to the Manager, and applicable laws and regulations. (b) Without limiting the foregoing, the Manager acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company. (c) The Manager accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (d) The Manager is fully authorized to delegate any and all obligations under this Agreement to qualified third parties, provided (i) the Manager takes responsibility for the selection of such delegatee (subject to the approval of the Board and further in accordance with the requirements of the 1940 Act); (ii) the Manager reviews the activities of such delegatee to ensure compliance with the investment objective and strategies of the Company, as set forth in the Registration Statement; and (iii) the Manager updates the Board with respect to the performance and activities of the delegatee, and makes recommendations whether or not to terminate such delegatee to the Board.

Duties of Manager. (a) The Manager shall be responsible for ----------------- monitoring the investment management services provided to the Portfolios, including, among other things, review on a periodic basis of the investment programs and practices of each Portfolio and the composition of its portfolio investments, and shall report to the Board of Directors of the Company hereby appoints with respect to such matters in connection with the Board's consideration of whether continued investment exclusively in the Portfolios is in the best interests of shareholders of the Funds. (b) In the event that the Board of Directors of the Company determines to withdraw the investment of any Fund in a Portfolio, the Manager to act as investment manager shall be responsible, subject to the Companysupervision of the Board of Directors, for providing a continuous investment program for that Fund, including the period provision of investment research and on management with respect to all securities and investments and cash equivalents purchased, sold or held by the terms set forth Fund and the selection of brokers and dealers through which portfolio transactions for the Fund are to be executed. In carrying out its responsibilities under this paragraph (b), the Manager shall at all times act in this Agreementaccordance with the investment objectives, pursuant to policies and restrictions of the policies set forth Funds as stated in the Company’s 's registration statement, including the information therein incorporated by reference, filed with the Securities and Exchange Commission statement under the Investment Company Act of 19401940 Act, as amended (the “1940 Act”), (File No. 811-21816) (the “Registration Statement”), and in the Company’s Limited Liability Company Agreement (the “LLC Agreement”), as the LLC Agreement may be amended from time to time with notice to the Manager. The Manager specifically acknowledges its obligations as set forth in the Registration Statement and the LLC Agreement, provided that the Manager shall not be obligated to follow any amendment to the policies to the Company or the LLC Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Company employs the Manager to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Registration Statement and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company’s assets to be held uninvested, to provide the Company with records concerning the Manager’s activities which the Company is required to maintain and, upon request, to render regular reports to the Company’s officers and Board of Directors (the “Board”) concerning the Manager’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Manager is specifically authorized to invest the Company’s assets (which may constitute, in the aggregate, all of the Company’s assets) in unregistered investment funds or other investment vehicles and registered investment companies (“Investment Funds”) that are managed by investment managers (“Investment Managers”). The Manager shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the "Registration Statement"), as the same may be amended or supplemented from time to time with notice to the Manager, and well as all applicable laws and regulations. (b) Without limiting the foregoing, the Manager acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company. (c) The Manager accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by that it to perform the services on the terms and for the compensation provided herein.will: (d) The Manager is fully authorized to delegate any and all obligations under this Agreement to qualified third parties, provided (i) promptly advise the Manager takes responsibility for Company's custodian and accounting services agent of each purchase and sale, as the selection case may be, made on behalf of such delegatee (subject to a Fund of any security or other investment specifying in each case: the approval name and quantity of the Board investment purchased or sold, the units and further aggregate purchase or sale price, the commission paid, the market on which the transaction was effected, the trade date, the settlement date, the identity of the effecting broker or dealer, and such other information as the Company's custodian or accounting agent may reasonably request, all in such manner as the Company's custodian or accounting agent may from time to time reasonably request; (ii) provide, in a timely manner, such information as the Company or its authorized agent may reasonably request in connection with the computation of the net asset value and net income of the Funds in accordance with the requirements of the 1940 Act); (ii) the Manager reviews the activities of such delegatee to ensure compliance with the investment objective and strategies of the Company, as set forth procedures prescribed in the Registration Statement, or more frequently as requested by the Board of Directors of the Company; and provided, however, that the Manager shall not be responsible for any such computation or for the calculation of the net asset value per share of the Funds; (iii) render regular reports to the Board of Directors of the Company concerning the Manager's performance of its responsibilities under this Agreement and such other periodic and special reports as the Board may request; in particular, the Manager updates agrees that it will attend meetings of the Board with respect of Directors and the validly constituted committees thereof; (iv) permit individuals who are officers or employees of the Manager to serve (if duly elected or appointed) as officers, directors or members of any advisory board or committee of the Company; and (v) furnish office space, facilitates, equipment and personnel adequate for the performance and activities of the delegatee, and makes recommendations whether or not to terminate such delegatee to the Boardits duties under this Agreement.

Duties of Manager. (a) The Company hereby appoints the Manager to act as investment manager to the Company, for the period and on the terms set forth in this Agreement, pursuant to the policies set forth in the Company’s Companys registration statement, including the information therein incorporated by reference, filed with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), (File No. 811-21816) (the “Registration Statement”), and in the Company’s Companys Limited Liability Company Agreement (the “LLC Agreement”), as the LLC Agreement may be amended from time to time with notice to the Manager. The Manager specifically acknowledges its obligations as set forth in the Registration Statement and the LLC Agreement, provided that the Manager shall not be obligated to follow any amendment to the policies to the Company or the LLC Agreement that increases its obligations, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto in writing. The Company employs the Manager to formulate a continuing investment program in accordance with the investment objective and strategies set forth in the Registration Statement and to manage the investment and reinvestment of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company’s Companys assets to be held uninvested, to provide the Company with records concerning the Manager’s Managers activities which the Company is required to maintain and, upon request, to render regular reports to the Company’s Companys officers and Board of Directors (the “Board”) concerning the Manager’s Managers discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Manager is specifically authorized to invest the Company’s Companys assets (which may constitute, in the aggregate, all of the Company’s Companys assets) in unregistered investment funds or other investment vehicles and registered investment companies (“Investment Funds”) that are managed by investment managers (“Investment Managers”). The Manager shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Registration Statement, as the same may be amended or supplemented from time to time with notice to the Manager, and applicable laws and regulations. (b) . Without limiting the foregoing, the Manager acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company. (c) . The Manager accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (d) . The Manager is fully authorized to delegate any and all obligations under this Agreement to qualified third parties, provided (i) the Manager takes responsibility for the selection of such delegatee (subject to the approval of the Board and further in accordance with the requirements of the 1940 Act); (ii) the Manager reviews the activities of such delegatee to ensure compliance with the investment objective and strategies of the Company, as set forth in the Registration Statement; and (iii) the Manager updates the Board with respect to the performance and activities of the delegatee, and makes recommendations whether or not to terminate such delegatee to the Board. Portfolio Transactions. To the extent applicable, the Manager is authorized to select the brokers or dealers that will execute the purchases and sales of securities for the Company and is directed to use its best efforts to obtain the best available price and most favorable execution, except as prescribed herein. The Manager will promptly communicate to the officers and the Board such information relating to portfolio transactions as they may reasonably request. Compensation of the Manager. For the services to be rendered by the Manager as provided in Section 1 of this Agreement, the Company shall pay the Manager, pursuant to the LLC Agreement, at the end of each quarter a management fee (the Management Fee). The Management Fee received by the Manager from the Company is equal to 0.3125% (approximately 1.25% on an annualized basis) of the Companys net assets. The Management Fee will be computed based on the capital account of each member of the Company as of the end of business on the last business day of each quarter in the manner set out in the LLC Agreement. The Management Fee provided above shall be computed on the basis of the period ending on the last business day prior to the termination or redemption date subject to a pro rata adjustment based on the number of days elapsed in the current fiscal quarter as a percentage of the total number of days in such quarter. All compensation earned by the Manager under this Agreement shall be held in an interest-bearing escrow account with the Companys custodian. If the majority of the Companys outstanding voting securities approve a new advisory agreement with the Manager by the end of the 150-day period that this Agreement is effective, the Manager will be paid the amount in the escrow account (including interest earned). If a majority of the Companys outstanding voting securities do not approve a new advisory agreement with the Manager, the Manager will be paid, out of the escrow account the lesser of (i) the Managers investment management and research costs incurred in performing the Agreement (plus interest earned on that amount while in escrow) or (ii) the total amount in the escrow account (plus interest earned). Subject to these provisions, the compensation of the Manager for its services under this Agreement shall be calculated and paid by the Company in accordance with the foregoing provisions of this Section.

Duties of Manager. (a) The Manager, in its capacity as manager of the Investments and the day-to-day operations of the Company hereby appoints and the Manager to act as investment manager Company Subsidiaries, at all times will be subject to the Company, for supervision and direction of the period Board of Trustees and on will have only such functions and authority as the terms set forth in this Agreement, pursuant Board of Trustees may delegate to the policies set forth in the Company’s registration statementit, including the information therein incorporated by reference, filed with the Securities functions and Exchange Commission under the Investment Company Act of 1940, as amended (the “1940 Act”), (File No. 811-21816) (the “Registration Statement”), authority identified herein and in the Company’s Limited Liability Company Agreement (the “LLC Agreement”), as the LLC Agreement may be amended from time to time with notice delegated to the ManagerManager hereby. The Manager specifically acknowledges its obligations as set forth in shall be responsible for the Registration Statement day-to-day operations of the Company and the LLC Agreement, provided that the Manager shall not Company Subsidiaries and will perform (or cause to be obligated to follow any amendment performed) such services and activities relating to the policies Investments and day-to-day operations of the Company and the Company Subsidiaries as may be appropriate in accordance and consistent with the Management Standard, including, but not limited to, the following: (i) serving as the Company's consultant with respect to the Company or periodic review of Investment Guidelines, the LLC Agreement that increases its obligationsConflicts of Interest Policy (any modifications to which shall be subject to the Approval of the Independent Trustees) and other operating policies and recommendations with respect thereto for the Approval of the Board of Trustees; (ii) establishing, responsibilities or liabilities thereunder until it has received actual notice of such amendment implementing and has agreed thereto in writing. The Company employs the Manager to formulate a continuing investment program maintaining for Investments identification, selection, underwriting, analysis and approval procedures in accordance with the investment objective CapitalSource Standard; making available to the Company the Manager's knowledge and strategies set forth experience with respect to healthcare industry and current and prospective operators in the Registration Statement healthcare industry and to manage otherwise; (iii) serving as the investment Company's consultant with respect to, and reinvestment of representing the assets Company in dealings with third parties in connection with, the identification, investigation, evaluation, analysis, selection, purchase, origination, negotiation, leasing, management, structuring, monitoring, servicing and disposition of the Company's Investments, including the accumulation of assets for securitization; (iv) serving as the Company's consultant with respect to, and representing the Company in dealings with third parties in connection with, decisions regarding any financings, securitizations, hedging activities or borrowings undertaken by the Company or Company Subsidiaries, including (1) assisting the Company in developing criteria for debt and equity financing that is specifically tailored to continuously reviewthe Company's investment objectives and implementing the raising of debt and equity capital, supervise (2) advising the Company with respect to obtaining appropriate financings for its Investments, and administer (3) advising the Company with respect to its capital market needs and objectives; (v) reviewing, analyzing and commenting upon the capital improvement plans and budgets therefor, and leasing plans of properties; (vi) engaging and supervising Service Providers relating to the Company's operations or Investments (or potential Investments); (vii) coordinating and managing operations of any joint venture or co-investment program interests held by the Company and conducting all matters with the joint venture or co-investment partners, including preparing any required reports or financial statements; (viii) providing office space, equipment and office services required in rendering services to the Company; (ix) performing and supervising the performance of administrative functions necessary in the management of the Company as may be agreed upon by the Manager and the Board of Trustees, including the services in respect of any of the Company's incentive, to determine in its discretion deferred compensation and employee benefit plans, the securities to be purchased or sold collection of revenues and the portion payment of the Company’s assets 's debts and obligations and maintenance of appropriate information technology services used to be held uninvested, to provide perform such administrative functions; (x) causing the Company to timely comply with records concerning the Manager’s activities which all obligations of the Company is required under any agreements relating to maintain and, upon request, to render regular reports loans or other financings made to the Company’s officers and Board of Directors (the “Board”) concerning the Manager’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Manager is specifically authorized to invest the Company’s assets (which may constitute, in the aggregate, all of the Company’s assets) in unregistered investment funds or other investment vehicles and registered investment companies (“Investment Funds”) that are managed by investment managers (“Investment Managers”). The Manager shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Registration Statement, as the same may be amended or supplemented from time to time with notice to the Manager, and applicable laws and regulations. (b) Without limiting the foregoing, the Manager acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing all reporting and other covenant obligations and (to the valuation procedures extent the Company makes funds available therefor), debt service payments; (xi) communicating on behalf of each Investment Fund and making a determination that such Investment Fund complies the Company with the valuation procedures adopted holders of any equity or debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies (including, without limitation, the SEC) or trading exchanges or markets and to maintain effective relations with such holders, including website maintenance, logo design, analyst presentations, investor conferences and annual meeting arrangements; (xii) preparing reports and memoranda regarding potential Investments for presentation to and approval by the Company.Credit Committee and the Board of Trustees; (cxiii) The Manager accepts such employment and agrees counseling the Company in connection with policy decisions to render be made by the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.Board of Trustees; (dxiv) The Manager is fully authorized to delegate any evaluating and all obligations under this Agreement to qualified third parties, provided (i) the Manager takes responsibility for the selection of such delegatee (subject recommending to the approval of the Board Company hedging strategies and further engaging in accordance with the requirements of the 1940 Act); (ii) the Manager reviews the hedging activities of such delegatee to ensure compliance with the investment objective and strategies on behalf of the Company, consistent with such strategies, as so modified from time to time, the Company's qualification as a REIT and the Investment Guidelines; (xv) taking actions (a) for the Company to qualify and maintain its qualification as a REIT and monitoring compliance with the various REIT qualification tests and other rules set forth out in the Registration Statement; Code and (iii) Treasury Regulations promulgated thereunder, including advising the Manager updates the Board Company with respect to the REIT implications of individual Investments, and (b) for the Company to be an entity exempted from investment company status under the Investment Company Act; (xvi) furnishing reports and statistical and economic research to the Company regarding the activities and services performed for the Company by the Manager; (xvii) monitoring the operating performance of the Company's Investments and providing periodic reports with respect thereto to the Board of Trustees, including comparative information with respect to such operating performance and activities budgeted or projected operating results; (xviii) preparing the Operating Budget for each fiscal year; (xix) advising the Company as to the various types of insurance that are necessary or advisable for the Company to carry based on prudent business practices, requirements of Applicable Law, and/or industry standards, including making recommendations as to the amounts of coverage and deductible limits therefor, and recommendations as to insurance brokers and underwriters; (xx) pursuant to the direction and guidance of the delegateeCompany's Chief Financial Officer, investing and re-investing any monies and securities of the Company (including in short-term Investments, payment of fees, costs and expenses, or payments of dividends or distributions to shareholders and partners of the Company), receiving and disbursing cash, and makes recommendations whether advising the Company as to its liquidity requirements, capital structure and capital-raising activities; (xxi) causing the Company to retain qualified Service Providers as selected by the Board of Trustees or not otherwise to terminate (i) assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the provisions of the Code applicable to REITs and, if applicable, taxable REIT subsidiaries, and (ii) conduct quarterly compliance reviews with respect thereto; (xxii) causing the Company to qualify to do business in all jurisdictions in which such delegatee qualification is required and to obtain and maintain all appropriate licenses and perform all necessary or advisable corporate housekeeping functions with respect to the BoardCompany and Company Subsidiaries; (xxiii) assisting the Company in complying with all regulatory requirements applicable to the Company in respect of its business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under Maryland law, the Code, the Exchange Act and the Securities Act or by the NYSE; (xxiv) taking all necessary actions to enable the Company to make required tax filings and reports, including soliciting shareholders for required information to the extent necessary under the Exchange Act, the Securities Act, the NYSE, the Code and Treasury Regulations applicable to REITs; (xxv) handling and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company may be involved or to which the Company may be subject arising out of the Company's day-to-day operations, other than claims, disputes or controversies with the Manager or its Affiliates or any of their respective employees; (xxvi) arranging marketing materials, advertising, industry group activities (such as conference participations and industry organization memberships) and other promotional efforts designed to promote the business of the Company; (xxvii) using commercially reasonable efforts to cause expenses incurred by or on behalf of the Company to be commercially reasonable or commercially customary and within any budgeted parameters or expense guidelines set by the Board of Trustees from time to time; (xxviii) performing such other services as may be required from time to time for the management and other activities relating to the assets of the Company as the Board of Trustees shall reasonably request or the Manager shall deem appropriate in its commercially reasonable judgment under the particular circumstances; (xxix) using commercially reasonable efforts to cause the Company to comply with all Applicable Laws; and (xxx) cause the Company to comply with the obligations of the Company pursuant to Article IV of the Master Transaction Agreement and the Registration Rights Agreement. All references in this Section 2(b) to the "Company" shall be deemed to include any applicable Company Subsidiaries.

Duties of Manager. (a) A. The Company Members hereby appoints appoint the Class B Member as the initial Manager of the Company. The Class B Member hereby agrees to serve in that capacity pursuant to the terms and conditions of this Agreement. The Class B Member may only be removed as the Manager pursuant to act Section 5.6 hereof. B. The Manager is authorized and directed to carry out each Approved Budget and such other Major Decisions that have been approved by the Class A Member. In addition, the Manager shall have the responsibility, obligation and authority to conduct the day-to-day operations of the Company and its Subsidiary(ies) and to make and implement decisions on behalf of the Company and its Subsidiary(ies) with respect to the day-to-day operations of the Company and its Subsidiary(ies), in each case so long as investment manager its actions are in accordance and consistent with the terms of this Agreement, the Approved Budget and such other guidelines or policies as have been previously approved by the Members for the operation, development and maintenance of the Company, its Subsidiary(ies) and the Property (or, to the extent the Class A Member has failed to approve all or part of a Budget, the portions of the Budget in effect from the prior Fiscal Year, in accordance with Section 5.9.C.). C. The Manager agrees that, in addition to any obligations and responsibilities set forth elsewhere in this Agreement, the Manager shall be responsible to carry out and implement, in each case pursuant to and in accordance with the terms of this Agreement, the following items: (i) preparation of the Budget pursuant to Section 5.9; (ii) causing the Company and its Subsidiary(ies) to comply with the provisions of the Mortgage Loan Documents, Material Leases and other tenant leases and subleases, property management or service agreements relating to the Property, and other agreements and contracts binding on the Company, its Subsidiary(ies) or the Property; (iii) causing the Company and its Subsidiary(ies) to comply with all environmental, health and safety, zoning and other legal requirements applicable to the Company, for its Subsidiary(ies) or the period Property; (iv) preparation and on distribution to the Class A Member of the Monthly Statements and Quarterly Statements described in Section 6.4 and of the Annual Report of the Company described in Section 6.5; (v) preparation and distribution to the Mortgage Lender (with copies to the Class A Member) of all financial reports and other information required to be delivered to such lender(s) under the terms set forth in this Agreement, pursuant of the Mortgage Loan Documents; (vi) distribution to the policies set forth Class A Member of copies of all Material Leases and other written agreements (other than routine equipment leases or routine contracts that in each case are not Affiliate Contracts, have a term of one year or less or are terminable without cause and without penalty on thirty (30) days or less notice and require payments during such term of less than $10,000 (“Immaterial Contracts”)) binding upon or affecting the Company’s registration statement, including its Subsidiary(ies) or the information therein incorporated Property and copies of all written notification of alleged default or breach by reference, filed with the Securities and Exchange Commission Company or its Subsidiary(ies) under the Investment Company Act of 1940any such contracts or Material Leases, as amended well as any requests for required approvals or consents under such Material Leases; (vii) using best efforts to obtain from the “1940 Act”), (File No. 811-21816) (the “Registration Statement”), and in the Company’s Limited Liability Company Agreement (the “LLC Agreement”), as the LLC Agreement may be amended Mortgage Lender from time to time such certificates of estoppel with respect to compliance by a Property Owner with the terms of the applicable Mortgage Loan Documents, as may be requested by the Class A Member; (viii) delivering to the Class A Member such certifications, representations, warranties or other evidence from time to time requested by the Class A Member in its sole discretion confirming that (a) none of the Property Owners is, nor does it maintain, an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (b) no Property Owner is subject to any state statute regulating investments and fiduciary obligations with respect to governmental plans; and (c) one or more of the following circumstances is true: (1) equity interests in each Property Owner are publicly offered securities, within the meaning of 29 C.F.R. §2510.3 101(b)(2); (2) none of the assets of any Property Owner are, by virtue of the application of 29 C.F.R. §2510.3 101(f) as modified by section 3(42) of ERISA, regarded as assets of any Plan; or (3) each Property Owner qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. §2510.3 101(c) or (e); (ix) distribution to the Class A Member of copies of all proposed Material Leases blacklined to show changes from the standard form of lease approved by the Class A Member, prior to Manager seeking the Class A Member’s consent to any such proposed Material Lease; (x) notification to the Class A Member of any non-compliance, default or breach under any Mortgage Loan Document or any contract (including without limitation any Material Lease, but excluding Immaterial Contracts), binding upon or affecting the Company, its Subsidiary(ies) or the Property by the Company, its Subsidiary(ies) or the other Person(s) who are parties to such contract; (xi) distribution (within a reasonable period of time) to the Class A Member of (1) all requests by the Company or its Subsidiary(ies) under the Mortgage Loan, (2) all operating, financial and other reports and statements and all other documents and notices (including all requests for Mortgage Lender approval or consent with regard to actions requiring such approval or consent under the Mortgage Loan Documents) sent by or on behalf of the Company, its Subsidiary(ies) or the Manager to any Mortgage Lender and (3) notices of default and all other notices, demands, requests, documents and other written communications received by the Company, its Subsidiary(ies) or the Manager from any Mortgage Lender or any Person or agent acting on behalf of the Mortgage Lender; (xii) distribution to the Class A Member of (1) all operating, financial and other reports and statements and all other documents and notices sent to the Company, its Subsidiary(ies) or the Manager by any property manager for the Property and (2) notices of default and all other material notices, demands, requests, documents and other written or material communications sent by or on behalf of the Company, its Subsidiary(ies) or the Manager to any property manager for the Property; (xiii) notification to any insurance carrier who insures the Company, its Subsidiary(ies) or the Property of any occurrence resulting in a claim having a claim value of in excess of $50,000 that may be covered by insurance; (xiv) obtaining and maintaining insurance for the Company, its Subsidiary(ies) and the Property as required by the Mortgage Loan Documents and as described in each Approved Budget; (xv) obtaining insurance certificates from the then applicable property manager evidencing (1) fidelity insurance coverage of all directors, officers, employees and Affiliates of such property manager acting on behalf of such property manager in managing the Property and (2) any other insurance coverage required under the applicable property management agreement, and the distribution of certified copies of such certificates to the Class A Member; (xvi) notification to the Members of any litigation, arbitration or other legal, governmental or equitable proceeding that has been commenced or threatened, in writing, against the Company, its Subsidiary(ies), the Property or any Member which might materially adversely affect the Company's or its Subsidiaries' condition (financial or otherwise) or business or the Property; (xvii) furnishing to the Class A Member all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument as reasonably requested by the Class A Member from time to time, in each case, to the extent such requested item is in Manager’s control or possession; (xviii) furnishing to the Members within ten (10) Business Days after request, such detailed information with respect to the Property and the financial affairs of the Company, its Affiliates or the Manager and its Affiliates as may be reasonably requested by the Members; (xix) using diligent efforts to deliver to the Class A Member, upon request, tenant estoppel certificates from each commercial tenant leasing space at the Property in form and substance reasonably satisfactory to the Class A Member; (xx) providing prompt notice to the Class A Member of any casualty sustained by the Property, commencing and diligently prosecuting to completion the repair and restoration of the Property as nearly as possible to the condition the Property was in immediately prior to such casualty, and providing to the Members all reports, plans, specifications, documents, correspondence and other materials that are delivered to the Mortgage Lender under the Mortgage Loan Documents in connection with a restoration of the Property after a casualty or condemnation; (xxi) providing prompt notice to the Members of any actual or threatened condemnation by any Governmental Authority of all or any part of the Property, causing the Company and its Subsidiaries to deliver to the Members a copy of any and all papers served in connection with such proceedings, delivering such instruments as may be requested by the Members to permit the Members to participate in any such proceedings, and consulting and cooperating with the Members, their attorneys and experts, in the carrying on or defense of any such proceedings; (xxii) furnishing, or causing to be furnished, to the Class A Member receipts or other evidence for the payment of the real estate taxes and assessments and the charges relating to the Property prior to the date the same shall become delinquent; (xxiii) if, as of the date which is ten (10) Business Days prior to the date on which any debt service or other payment under the Mortgage Loan Documents is due (the “Determination Date”), the Company does not have sufficient funds to make the payment (without regard to funds expected to be received after the Determination Date), notifying the Class A Member of the deficiency and the amount thereof; (xxiv) within thirty (30) days after the Effective Date, curing and causing to be discharged of record the following municipal violations issued by the District of Columbia Fire & EMS Department, Fire Prevention Division, affecting the Property owned by BSV Avondale LLC: (1) Violation No. 2012 IFC CH 07, (2) Violation No. 2012 IFC CH 03 and (3) Violation No. 2012 IFC CH 09; (xxv) without limitation on any other provision of this Section 5.5 with respect to the operation and maintenance of the Properties, causing BSV Avondale LLC, BSV Highlandtown LLC and BSV Hollinswood LLC to implement and follow the terms and conditions of the Security Contracts relating thereto; and (xxvi) taking any other action that is reasonably requested by the Members. D. The Manager. , at the expense of the Company, shall maintain in effect a fidelity insurance policy naming the Company and its Subsidiary(ies) as loss payee, affording coverage for all directors, officers, employees and Affiliates acting on behalf of the Manager. E. The Manager specifically acknowledges amounts expended by any Member to comply with its obligations as set forth in the Registration Statement and the LLC Agreement, provided that the Manager pursuant to this Agreement shall not be obligated treated or deemed to follow any amendment to the policies be a Capital Contribution, a Class B Member Loan or a Member Loan by that Member to the Company or its Subsidiary(ies) under this Agreement, unless that treatment has been expressly authorized under this Agreement or approved by the LLC Agreement that increases its obligationsClass A Member as a Major Decision. F. The Manager then serving may not voluntarily resign without giving at least sixty (60) days prior written notice to the Class A Member, responsibilities or liabilities thereunder until it has received actual notice of such amendment and has agreed thereto unless otherwise consented to by the Class A Member in writing. The Company employs Upon such resignation, the Class A Member shall be entitled to elect either to become the Manager or to formulate a continuing investment program hire another Person (who may be an Affiliate) in accordance its sole discretion who will serve as the Manager at the cost and expense of the Company and on terms reasonably acceptable to the Class A Member and that are otherwise consistent with the investment objective and strategies set forth in the Registration Statement and to manage the investment and reinvestment terms of the assets of the Company, to continuously review, supervise and administer the investment program of the Company, to determine in its discretion the securities to be purchased or sold and the portion of the Company’s assets to be held uninvested, to provide the Company with records concerning the Manager’s activities which the Company is required to maintain and, upon request, to render regular reports to the Company’s officers and Board of Directors (the “Board”) concerning the Manager’s discharge of the foregoing responsibilities. Without limiting the generality of the foregoing, the Manager is specifically authorized to invest the Company’s assets (which may constitute, in the aggregate, all of the Company’s assets) in unregistered investment funds or other investment vehicles and registered investment companies (“Investment Funds”) that are managed by investment managers (“Investment Managers”). The Manager shall discharge the foregoing responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies and limitations set forth in the Registration Statement, as the same may be amended or supplemented from time to time with notice to the Manager, and applicable laws and regulationsthis Agreement. (b) Without limiting the foregoing, the Manager acknowledges its responsibility and agrees to conduct proper due diligence on the Investment Funds and Investment Managers as is required by its fiduciary role, including, without limitation, reviewing the valuation procedures of each Investment Fund and making a determination that such Investment Fund complies with the valuation procedures adopted by the Company. (c) The Manager accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (d) The Manager is fully authorized to delegate any and all obligations under this Agreement to qualified third parties, provided (i) the Manager takes responsibility for the selection of such delegatee (subject to the approval of the Board and further in accordance with the requirements of the 1940 Act); (ii) the Manager reviews the activities of such delegatee to ensure compliance with the investment objective and strategies of the Company, as set forth in the Registration Statement; and (iii) the Manager updates the Board with respect to the performance and activities of the delegatee, and makes recommendations whether or not to terminate such delegatee to the Board.